Common use of Field Services Clause in Contracts

Field Services. For each applicable calendar year during the term of the Agreement, Contractor shall be obligated to use commercially reasonable efforts to secure sufficient contracted planting acres to meet the requirements specified in the Initial Demand Plan and/or the Revised Demand Plan, as applicable. In the event that, for calendar year 2017, Contractor shall not have planted (or caused to be planted) such acres, Contractor shall pay to Pioneer an amount equal to (i) the number of the acres short of the number of acres specified in the Initial Demand Plan, and/or the Revised Demand Plan, as applicable, multiplied by (ii) [**]9, which amounts shall be payable within thirty (30) days following delivery of an invoice therefor; provided, however, that for purposes of calculating the number of acres short of the number of acres specified in the Revised Demand Plan, Contractor shall only be required to pay such amounts in respect of the number of acres that is up to twenty percent (20%) of the acres specified in the Initial Demand Plan. Except as set forth in Section 5(C), the foregoing payment will be Pioneer's exclusive remedy and Contractor's sole liability for any breach of this Section 3(A) and no breach of this Section 3(A) will constitute grounds for termination of this Agreement by Pioneer pursuant to Section 15B(i); provided, however, that (i) if Contractor shall fail to timely pay any amounts payable pursuant to this Section 3(A) or (ii) if Contractor shall be required to make payments pursuant to this Section 3(A) in three consecutive calendar years, then breach of this Section 3(A) will constitute grounds for termination of this Agreement by Pioneer pursuant to Section 15B(i). Each year during the term of this Agreement, Contractor shall complete the planting of production fields in time periods consistent with standard practices for alfalfa production in the applicable growing area. Any intended planting during time periods _________________________ 9 Omitted and filed separately with the SEC pursuant to a confidential treatment request. outside of those consistent with standard practices, including planting in replanted acres, shall first be approved in writing by Pioneer. All costs associated with the planting, including grower compensation of any form, replant costs, monitoring, fertilizing, spraying, weed control, diseases, insect control, irrigation, insurance, harvesting and transportation shall be borne entirely by Contractor. Contractor shall account for all Parent Alfalfa Varieties provided by Pioneer and shall require all growers to return to Contractor any unused Parent Alfalfa Varieties. Contractor shall return all unused Parent Alfalfa Varieties to Pioneer no later than fifteen (15) days after completing the applicable planting. Contractor's selection and use of growers shall be subject to Pioneer's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Contractor shall, and shall cause all growers to, follow all field production standards contained in (x) the Stewardship Policies or (y) in any other quality standards or policies provided to Contractor by Pioneer from time to time (other than the Stewardship Policies) provided that with respect to the quality standards and policies referenced in (y) above, Contractor shall, and shall cause all growers to, follow such standards from and after the date of delivery thereof. Without limitation to the foregoing, and in addition to the terms and conditions set forth herein, until such time as Contractor shall have executed the amendment described in Section 2(D)(i)(a) above (and one or both of the third parties that are a party to such amendment shall have confirmed the same in writing to Pioneer), Contractor shall, and shall cause all growers to, perform their respective obligations under this Agreement in accordance with the terms, and subject to the conditions, set forth in Exhibit K (with respect to which, Contractor shall be deemed to be the "Licensee"). Any fields planted with seeds containing the [**]10 Trait shall be inspected by a trained qualified inspector during the growing season and any multiplication contracts with growers shall meet all required quality assurance guidelines provided by Pioneer or by or on behalf of [**]11 or [**]12. Upon reasonable notice, Contractor shall allow Pioneer full access to all production fields containing the Parent Alfalfa Varieties and Alfalfa Varieties production areas for the purpose of verifying compliance with the terms of this Agreement. Upon request, Contractor shall provided Pioneer with maps of field locations, acres per field reports showing planting dates and rates of Parent Alfalfa Varieties used. Contractor shall record all field visits observations in written form and, upon request, shall provide Pioneer with such field inspection reports. On or before each July 15, August 15, September 15, and October 15, Contractor shall provide Pioneer with its best estimate of the expected Alfalfa Variety production from each field. In the event that a field has been identified as to having quality concerns, all _________________________ 10 Omitted and filed separately with the SEC pursuant to a confidential treatment request. 11 Omitted and filed separately with the SEC pursuant to a confidential treatment request. 12 Omitted and filed separately with the SEC pursuant to a confidential treatment request. such production shall be separated and stored separately until such time as a determination is made by Pioneer as to the quality. Each grower production contracts shall specifically provide that such grower has no rights to the Alfalfa Varieties, or any plant or part thereof. To the extent requested by Pioneer, Contractor shall gather and retain all pesticide records and make such records available to Pioneer upon request. If requested by Pioneer, Contractor will apply for OECO certification and/or phytosanitary inspection.