"1. Indemnification by Farmer: The Farmer ("Indemnitor") shall indemnify, defend, and hold harmless the Agricultural Consulting Firm, its officers, directors, employees, and agents (collectively, the "Indemnified Parties") from and against any and all claims, demands, 1 actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' 2 fees and expenses) (collectively, 3 "Claims") arising out of or relating to:
(a) any breach of this Agreement by the Farmer;
(b) any inaccurate, incomplete, or misleading information provided by the Farmer to the Consulting Firm, upon which the Consulting Firm relies in providing its services;
(c) any failure by the Farmer to comply with applicable agricultural laws, regulations, or standards that directly impact the Consulting Firm's ability to provide its services;
(d) any claims arising from the Farmer's failure to properly implement recommendations provided by the Consulting Firm, where such implementation is within the Farmer's direct control;
(e) any claims related to the Farmer's use of agricultural inputs or practices that were not disclosed to the Consulting Firm, and which negatively impact the advice given by the consulting firm.
(f) Claims arising from the farmer's actions, or inactions, that cause environmental damage, or negatively impact the property of a third party, that the consulting firm had not been made aware of.
(g) Any claims arising from the farmer providing false, or misleading data, that the consulting firm used to provide advice.
2. Limitations:
(a) The Farmer's total liability under this indemnification clause shall be limited to [Specify a reasonable monetary cap, or a specific amount].
(b) The Farmer shall not be liable for any indirect, consequential, incidental, or punitive damages, unless such damages are a direct and foreseeable result of the Farmer’s gross negligence or willful misconduct.
(c) The farmer is not liable for damages caused by consulting firm negligence, or errors.
3. Consulting Firm's Obligations:
(a) The Consulting Firm shall provide the Farmer with prompt written notice of any Claim for which indemnification is sought.
(b) The Consulting Firm shall cooperate fully with the Farmer in the defense or settlement of any Claim.
(c) The Consulting Firm shall not settle any Claim without the Farmer's prior written consent, which shall not be unreasonably withheld.
4. Defense and Settlement:
(a) The Farmer shall have the right to control the defense and settlement of any Claim for which it is obligated to indemnify the Consulting Firm, provided that the Farmer shall not settle any Claim without the Consulting Firm's prior written consent, which shall not be unreasonably withheld, if such settlement materially affects the Consulting Firm's rights or obligations.
5. Information Accuracy:
The Farmer warrants that all information provided to the Consulting Firm is accurate and complete to the best of their knowledge.
