Texas Raised Gardens LLC

PO Box 2606, Kyle, TX 78640

(512) 200-2704

hilary@texasraisedgardens.com

A Garden Maintenance Agreement ("Agreement") is made and entered into on the date Client signs their Estimate (the "Effective Date") by and between the Client named in the Estimate and Texas Raised Gardens, LLC (the "Consultant") Client and Consultant are sometimes collectively referred to herein as the "Parties" and individually as a "Party".

1. Services.

Consultant agrees to provide consulting and professional garden maintenance services at the Garden Property described in the Estimate (the "Services"). The Services shall be performed by Consultant on flat fee basis, depending on the level of service selected by the Client. Service Levels are set forth below and described in the Estimate as either Primrose (“Primrose”), Bluebonnet (“Bluebonnet”), and Sunflower (“Sunflower”):

Primrose-Level Service Includes:

● Two (2) visits to the garden per month, approximately 12-16 days apart.

● Visual assessment of all plants and provides Client with recommendations for nutrient requirements, cultivation practices, fertilization applications and schedules and products to improve health and production.

● Visual assessment of soil and recommendation for changes to product usage or irrigation practices

● Visual assessment of garden planting space and recommendation for new plants and seeds to be added that are currently in season and tips on how to plant or sow them.

● Recommendation on local shops and resources to purchase plants, seeds and products

● Visual assessment of plants and soil for pests and disease and recommendations for cultivation practices and/or products to reduce negative effects of pests.

● Client is provided a written report at the end of each visit with pictures

● No materials or garden work is provided to the Client. Time on site and education through garden coaching is provided in the flat monthly fee.

● Harvests are photographed on the plant and recommended for Client to harvest

Bluebonnet-Level Service Includes:

● Two (2) bi-weekly visits to the garden per month, approximately 12-16 days apart depending on weather and as scheduling allows.

● Pruning for shape, health and airflow

● Weeding inside raised bed area

● Assessing the irrigation and recommending adjustments as needed. Irrigation systems will not be adjusted or reprogrammed by Consultant

● Hand watering where and if needed

● Sowing and labeling seeds planted

● Shopping for plants and planting them.

● Shopping for compost and installing that as needed

● Treating minor pest problems

● Fertilization both liquid and dry (all organic)

● Training vines up trellises

● Hauling away debris

● There may be a time limit to visits; if the To-Do list from Consultant’s previous visit was not completed by the client, all garden tasks may not be completed within a timeframe that Consultant has available and Client will be given a new To-Do list for completion prior to the next scheduled service.

● Harvests will be harvested for the client or left on the plant as appropriate for each particular crop. Harvested crops will be left in a garden basket by the garden for the Client to collect after each visit.

● Providing notes and pictures from the visit with a “To-Do” list for the client to complete between visits. The garden’s success and results will rely on the Client's completion of this To-Do list.

● Plants and seeds are an extra charge to the client at $8/plant for 4” seedlings and $15/seed packet and will be invoiced separately at the end of each visit and are due upon receipt.

Sunflower-Level Service Includes:

● Four (4) weekly visits to the garden per month, approximately 5-10 days apart depending on weather and as scheduling allows.

● Pruning for shape, health and airflow

● Weeding inside raised bed area

● Assessing the irrigation and adjusting programming as needed and where possible.

● Hand watering where and if needed

● Sowing and labeling seeds planted

● Shopping for plants and planting them.

● Shopping for compost and installing that as needed

● Treating minor pest problems

● Fertilization both liquid and dry (all organic)

● Training vines up trellises

● Hauling away debris.

● There is no time limit to visits; Consultant will complete all tasks required by the garden at the time of each visit.

● Plants and seeds are an extra charge to the client at $8/plant for 4” seedlings and $15/seed packet and will be invoiced separately at the end of each visit and are due upon receipt.

● Harvests will be harvested for the client or left on the plant as appropriate for each particular crop. Harvested crops will be left in a garden basket by the garden for the Client to collect after each visit.

2. Fees; Invoices and Payment.

As full compensation for the Services, Client shall pay Consultant each month a flat rate in advance on the 15th of the month, prior to the month of service. The cost of new plants is not included in this flat rate and will be invoiced to the Client separately after planting. The Per-Month Flat Fee pricing is custom for each client, based on the size and location of the garden and the complexity of the services required, and may change at any time with a 30-days notice to Client of that change. Client will be provided with a custom estimate prior to the start of services and this estimate fee is subject to state sales tax.

● The Per-Month Flat Fees provided to the client before the start of service includes all labor, supplies and materials provided by the Consultant during the visit, with the exception of the materials, supplies, and labor required to install new plants and seeds. Plants and seeds are an additional charge to the Client of $8/plant and $15/packet of seeds and are provided by the Consultant at the Consultant’s discretion to ensure a full, healthy and seasonal garden year round. Client’s acceptance of this service agreement serves as acceptance of this pricing and agreement to pay for extra plants when invoiced.

● Discounts may be given on a case-by-case basis for larger gardens or other reasons as agreed upon between Client and Consultant and as reflected in the Estimate.

3.Conditions for Delivery of Services.

(a) Access; Client agrees to provide Consultant commercially reasonable access to Client’s property as necessary for Consultant to perform the Services. If Consultant arrives to property and is unable to access the area for any reason (for example, animals, locked gates or equipment blocking access), Client will be charged a $50 “trip fee” and Consultant will attempt to reschedule the visit.

(b) Client Responsibility; This agreement is contingent upon the client agreeing to do reasonable “upkeep” work in between Consultant visits. Client will be provided a list of recommendations after each visit (such as things to harvest, pruning, weeding, fertilizing, etc.) and if this identified work is not completed by Client or was completed incorrectly, it may cause additional work for the Consultant. Any additional work incurred by Consultant during a scheduled visit that is a result of Client’s failure to do proper “upkeep” in between visits will be subsequently invoiced to Client at a minimum rate of $50 per hour.

Additionally, if Client does not properly maintain a garden between Consultant’s visits, this could result in growth or pest problems that cannot be dealt with in any other way but to drastically prune away or remove an entire plant or multiple plants. If a plant must be removed due to the Client's lack of maintenance in between visits, Client may lose that plant, or there may be an extra fee to replace that plant. It is possible that the exact plant may not be able to be replaced due to the current month of the year.

(c) Client Plant Selection; For the Bluebonnet and Sunflower levels of service, the Client will fill out a plant form that will be used to select seasonal plants for their garden. Any specific plants required by the Client should be listed on the form. Any plants the Client does not want planted should also be noted on the form. This form includes all plants that can be planted regardless of the season and Client understands that not all plants selected will be planted by Consultant depending on the month of planting. Consultant aims to source certified organic plants, but it's not always possible. Consultant believes a healthy and pure organic gardening program can be achieved without every plant and seed added being certified organic. If the client requires only certified organic plants, Client must specify that in writing on the plant form and Client understands that this requirement may limit plant availability, resulting in reduced variety being planted and more repetition of certain plants in order to fill the space.

(d) Scheduling/Weather; Consultant strives to work with Client’s schedules and provide advanced notice of arrival date and time. However, Consultant reserves the right to arrive within a 3 business day window of the designated day.

In the event of hard rains, temperatures below 40 degrees or other difficult weather events, Consultant reserves the right to reschedule.

Consultant will strive to reschedule (when necessary) to a date convenient to Client, however Consultant reserves the right to reschedule to a day available to Consultant even if Client is unavailable. Rescheduling more than 1 week from originally planned maintenance service date could result in plant and weed growth or damage which could lead to additional costs for Client.

4. Limited Warranty, Limitation on Liability.

Consultant represents and warrants solely that Consultant will use best efforts to provide favorable conditions for plants to grow properly. DUE TO WEATHER CONDITIONS, WATERING, CARE OR NEGLECT IN BETWEEN VISITS, PESTS, PLANT GENETICS, AND A VARIETY OF OTHER FACTORS, CONSULTANT CANNOT GUARANTEE ANY RESULT FOR ANY PARTICULAR PLANT OR GARDEN.

EXCEPT AS EXPRESSLY STATED HEREIN, CONSULTANT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING CONSULTANT’S SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, OR FREEDOM FROM ERROR.

NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO CASE SHALL CONSULTANT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARLESS WHETHER THE CONSULTANT WAS NOTIFIED REGARDING ANY PARTICULAR SITUATION OR DAMAGES. IN NO CASE SHALL THE CONSULTANT’S LIABILITY EXCEED THE AMOUNT RECEIVED BY THE CONSULTANT PURSUANT TO THIS AGREEMENT.

5. Indemnification.

Each Party (the "Indemnifying Party") will indemnify, defend, and hold the other Party, its officers, directors, employees, and/or shareholders, harmless from and against any and all damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, actions, demands, lawsuits, costs, and expenses including, without limitation, reasonable attorney's fees, which arise out of or relate to any material breach of this Agreement by the Indemnifying Party or its employees or agents, or from any acts or omissions of negligence, willful misconduct, or fraud of the Indemnifying Party or its employees or agents, including, but not limited to, third party claims and claims for property damage or personal injury to the other Party's Personnel ("Personnel" defined as such Party's employees, servants and agents, independent contractors and subcontractors). The Indemnifying Party's liability under this Section shall be reduced proportionally to the extent that any act or omission of the other Party or its employees or agents contributed to such liability. The Indemnifying Party's obligations hereunder are subject to being provided with prompt written notice of the event giving rise to an indemnity obligation, providing reasonable cooperation and assistance in the defense or settlement of any claim, and granting the Indemnifying Party control over the defense and settlement of the same.

7. Term.

This Agreement will commence as of the Effective Date on the estimate provided to the client and shall continue in full force in perpetuity, unless earlier terminated in accordance with the provisions of this Agreement.

8. Termination.

(a) Termination for Breach. Either Party may terminate this Agreement at any time in the event of a breach by the other Party of a material covenant, commitment or obligation under this Agreement that remains uncured for 15 days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.

(b) Termination for Convenience. Either Party may terminate this Agreement at any time with or without cause by giving 30 days prior written notice.

(c) Obligations upon Termination. Termination of this Agreement for any reason shall not discharge either Party's liability for obligations incurred hereunder and amounts unpaid at the time of such termination.

(d) Refund in the event of Termination. Client will pay for service in advance each month. In the event of Termination by either party, no refunds of any advance-payment amount will be given.

9. Independent Contractor Status.

(a) The relationship of the Parties hereto is that of independent contractors. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party's employees or agents. Each of the Parties is an independent contractor and neither Party has the authority to bind or contract any obligation in the name of or on account of the other Party or to incur any liability or make any statements, representations, warranties or commitments on behalf of the other Party, or otherwise act on behalf of the other. Each Party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits.

10. Force Majeure.

(a) Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, acts of God, or other similar or different occurrences, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such as soon as practicable following its occurrence.

11. Governing Law and Venue.

This Agreement will be governed by and interpreted in accordance with the laws of the State of Texas, without giving effect to the principles of conflicts of law of such state. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Texas, Williamson County. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.

12. Severability.

If any provision or portion of this Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.

13. Survival.

Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either Party to this Agreement.

14. Rights Cumulative.

The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.

15. Counterparts.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.

16. Notices.

All notices or other communications required under this Agreement shall be in writing and shall be deemed effective when received and made in writing by either (i) hand delivery, (ii) registered mail, (iii) certified mail, return receipt requested, or (iv) overnight mail, addressed to the Party to be notified at the addresses noted above for each Party or to such other address as such Party shall specify by like notice hereunder:

17. Waiver.

No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

18. Assignment; Third Party Beneficiaries.

Neither Party may assign or transfer any right or obligation under this Agreement without the prior written consent of the other Party, which consent shall be at the other Party's sole discretion. Notwithstanding the foregoing, consent will not be required for an assignment made to any affiliated entity of a Party or if the assignment is carried out as part of a merger, restructuring or reorganization, or sale or transfer of all or substantially all of a Party's assets. There are no third-party beneficiaries to this Agreement.

19. Entire Agreement; Modification.

This Agreement, and any exhibits attached hereto, is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties.