2023 Squash Technology Stewardship Agreement

Terms and Conditions

This Squash Technology Stewardship Agreement (“STSA” or “Agreement”) is entered into between you (“Grower”) and Seminis Vegetable Seeds, Inc. (“Seminis”) and consists of the terms on this page.

This STSA grants Grower a limited revocable, non-exclusive right to purchase and plant Seminis Seed (as defined below) solely for a single planting to produce a commercial crop in the United States for fresh market only. The limited right includes a limited, revocable, non-exclusive right under Seminis’ intellectual property rights (“Seminis Technologies”) solely as required to plant and grow the seed. “Seed” includes all Seminis biotechnology virus-resistant squash seed (including, but not limited to, seed, germplasm, crop, parental lines, mutants, variants, plants, plant parts, tissues, pollen and nucleic acids) and/or squash seed containing and/or embodying Seminis Technologies. This STSA provides Grower’s stewardship responsibilities and requirements associated with the use of Seed and Seminis Technologies.

Seminis owns and retains all intellectual property rights in or associated with Seed and material from the Seed and/or container. Seed may be protected by one or more intellectual property rights and/or trade secret rights. See http://www.monsantotechnology.com/Vegetables/Vegetables-Squash.aspx.

1. GROWER AGREES:

  1. To acquire Seed only from authorized seed companies in the United States with technology license(s) from Seminis for the Seed and Seminis Technologies or from a licensed company’s dealer authorized to sell such licensed Seed in the United States.

  2. To obtain and read before planting and strictly follow the applicable requirements of this Agreement and the Squash Technology Use Guide (“Squash TUG”), as each may be unilaterally amended by Seminis from time to time, which Squash TUG is incorporated into and is a part of this Agreement, and to read before planting and strictly follow the requirements of the applicable seed bag and/or tag. Further, Grower acknowledges that compliance with the fore going stewardship requirements is a fundamental term of this Agreement, and Grower may lose its limited use right to use the Seed if Grower fails to comply with this Agreement. Seminis further advises Grower to follow the recommendations and best management practices provided in the Squash TUG and seed bag and/or tag label. Grower may obtain additional copies of the Squash TUG by calling Seminis at 1-800-768-6387 or by contacting Seminis at 622 Emerson Road, Suite 150, St. Louis, MO 63141 or by going to www.tug.bayer.com.

  3. To pay all applicable royalties and technology fees for the use of the Seed and/or Seminis Technologies and applicable fees due Seminis that are part of, associated with the Seed purchase price or that are invoiced for the Seed. If Grower fails to pay Seminis or Seminis’ affiliates for costs of the Seed, Seminis Technologies, and/or royalties, Grower agrees to pay Seminis default late fees at the rate of 18% per annum (or the maximum amount allowed by law, whichever is less) plus reasonable attorneys’ fees, court costs and all other costs of collection. Seminis or any affiliate has the right of set-off.

  4. To use Seed solely for a single planting to produce a commercial crop in the United States for the fresh market only.

  5. To lawfully plant Seed in the United States except that Seed may not be planted in Maine and the California counties of Humboldt, Marin, Mendocino, Santa Cruz, Sonoma and Trinity or any other state or county where the products are prohibited, and Grower agrees to check with its Seminis representative if it has questions about the approval in its state.

  6. Not to transfer any Seed to any other person or entity for planting, breeding and/or research, and not to export any Seed. Seminis provides license agreements to academic institutions for research purposes and Grower shall refer all such requests to Seminis.

  7. To the following use restriction on the Seed: Use, transfer, and/or acquisition of Seed constitutes acceptance of a limited right to use the Seed solely for a single planting to produce a commercial crop for fresh market use. No other use, export, repackaging, or resale is permitted. Grower agrees that Seed and material from the Seed and/or container may not be used for any other purpose including, but not limited to, research, breeding, reproduction, genetic or molecular analysis, data generation and/or vegetative propagation. Grower agrees that Seminis has the right to inspect where the Seed is stored, handled, or grown to determine compliance with restrictions on Seed. Any authorized transfer of Seed must be accompanied by this use restriction.

  8. To use on Seed only pesticides labeled for such use and follow current label directions.

  9. To accept and continue the obligations of this STSA on any new land purchased or leased by Grower that has Seed planted on it by a previous owner or possessor of the land; and to timely notify in writing purchasers or lessees of land owned by Grower that has Seed planted on it that the Seminis Technology is subject to this STSA and they must have or obtain their own STSA to harvest or use, transfer or sell the harvested crop.

  10. To keep and provide Seminis and its representatives following Seminis’ actual (or attempted) oral communication, and no later than seven (7) days after the date of its written or electronic request:

    1. copies of all records, receipts, or other documents that could be relevant to Grower’s performance of this Agreement, including but not limited to, Summary Acreage History Report, Producer Farm Data Report, From 578 (producer print), Farm and Tract Detail Listing and corresponding aerial photographs, Risk Management Agency claim documentation, and grower/dealer/retailer/applicator records for seed and chemical purchases and applications and all documentation required on the chemistry product label or by government regulations; and
    2. the identity of, and access to, land farmed by or at the direction of Grower (including refuge areas) and bins, wagons, or seed storage containers used or under the control or direction of Grower, for purposes of examining and taking samples of crops, crop residue or seeds located therein.

  11. To allow Seminis to obtain Grower’s internet service provider (ISP) records to validate Grower’s electronic signature, if applicable.

  12. To promptly notify Seminis should any Grower Information provided to Seminis change.

  13. To direct the harvested produce grown from Seed (“Produce”) to appropriate markets. Produce may be sold ONLY as fresh market produce (not for processing purposes) and ONLY for human and animal consumption in the United States and human consumption in Canada. U.S. growers may export Produce to Canada, but not to any other country, and the Produce may not be re-exported from Canada.

  14. That, because virus-resistant squash products contain biotechnology traits that are “bioengineered” pursuant to the U.S. National Bioengineered (BE) Food Disclosure Standard, Grower may be asked by its customers to confirm their BE status.

2. GROWER RECEIVES:

  1. A limited revocable, non-exclusive right to purchase and plant Seed solely for a single planting in the United States of America, comprised of the 50 states and the District of Columbia; except that such Seed may not be planted in Maine and the California counties of Humboldt, Marin, Mendocino, Santa Cruz, Sonoma and Trinity. Such right shall be pursuant to the terms and conditions of this Agreement and may be revoked for violation of the terms and conditions. Seminis retains ownership of the intellectual property rights in the Seed and all rights in the Seminis Technologies including the genes and the gene technologies. This limited use right does not authorize Grower to plant Seed in another country that has been purchased in the United States. Grower is not authorized to transfer Seed to anyone outside the United States.

  2. A limited revocable, non-exclusive right under Seminis Technologies solely as required and subject to the terms and conditions of this Agreement.

3. GENERAL TERMS:

  1. Term :

    This STSA will remain in effect until either the Grower or Seminis chooses to terminate the STSA as provided in Section 3(e) below.

  2. Modification :

    Seminis may unilaterally revise the terms and conditions of this Agreement, including the Squash TUG, or seed bag, label and/or tag incorporated herein, from time to time. Seminis will notify Grower of any amended terms. If Grower has provided Seminis an e-mail address in conjunction with this Agreement, Seminis may send Agreement amendments and new stewardship information to Grower by e-mail or mail. Grower’s continued use of Seed after receipt of any amended terms constitutes Grower’s agreement to be bound by the amended terms of this Agreement.

  3. Transferability :

    Grower may not transfer its rights without the written consent of Seminis. If Grower’s rights are transferred with Seminis’ consent or by operation of law, this STSA is binding on the person or entity receiving the transferred rights or obligations.

  4. Binding Effect :

    If any provision of this STSA is determined to be void or unenforceable, the remaining provisions shall remain in full force and effect.

  5. Termination :

    Grower may terminate this STSA effective immediately by delivering written notice to Seminis. Grower must deliver the notice of termination to 622 Emerson Road, Suite150, St. Louis, MO 63141. Seminis may terminate this STSA for any reason, in whole or in part, by delivering written notice to Grower.

    Upon termination, Grower’s responsibilities and the other terms herein shall survive (such as but not limited to Grower’s obligation to use Seed solely for a single planting to produce a commercial crop) as to Seed previously purchased or used by Grower.

    If Grower breaches the terms of this STSA, Seminis may terminate Grower’s rights under this STSA with immediate effect. Grower will not be entitled to obtain a future limited-use license from Seminis unless Seminis provides Grower with specific written notice expressly recognizing the breach and termination of this STSA and granting a new limited-use license. Grower expressly acknowledges that Grower’s submission of a new Squash Technology Stewardship Agreement and Seminis’ granting of a new limited-use license shall not satisfy the specific written notice referenced above and that any such action shall have no legal effect. If Grower is found by any court to have breached any term of this STSA and/or to have infringe done or more of the U.S. Patents or PVPs, Grower agrees that, among other things, Seminis shall be entitled to preliminary and permanent injunctions enjoining Grower and any individual and/or entity acting on Grower’s behalf or in concert therewith from making, using, selling, or offering Seed for sale. Additionally, Grower agrees that any such finding of infringement by Grower shall entitle Seminis to patent infringement damages to the full extent authorized by 35U.S.C. § 271 et. Seq. The parties agree that patent infringement and/or breach of contract damages are difficult to calculate, and agree that for Seed that has been saved and planted by Grower, the reasonable royalty for patent infringement and/or breach of contract damages shall be in the amount of $250 per unit of Seed. The parties agree that the royalty and/or breach of damages may, like other terms of this limited-use right, be modified (increased) in subsequent updates. Patent infringement and/or breach of contract damages for other unauthorized activities (including, but not limited to, unauthorized sales and transfers of Seed) will be separately calculated.

  6. Attorney’s Fees :

    If Grower is found by any court to have infringed one or more of the U.S. Patents or PVPs covering Seed and/or Seminis Technologies or otherwise to have breached this Agreement, Grower agrees to pay Seminis its attorneys’ fees and costs related to the case plus any other expenses incurred in the investigation of the breach and/or infringement.

  7. Governing Law :

    This STSA and the parties’ relationship shall be governed by the laws of the State of
    Missouri and the United States (without regard to the choice of law rules).

  8. Waiver :

    The failure of Seminis to exercise one or more of its rights under this Agreement on one or
    more occasions shall not be deemed a waiver on the part of Seminis to exercise such right(s) on any subsequent occasion

  9. Entire Agreement :

    This Agreement, along with provisions in the Squash TUG, and/or the seed bag and/or tag, all of which are hereby expressly incorporated into this Agreement, encompasses the entire agreement of the parties, and supersedes all previous understandings and agreements between the parties, whether oral or written. Grower also agrees that such provisions (the terms, warranties, and disclaimers and limitations as to warranties, damages, and remedies) are terms and conditions of sale and cannot be modified or amended at anytime except in writing signed by Seminis.

  10. Privacy :

    Seminis and its affiliates may collect, use and disclose personal information, including the Grower Information provided on page 1 and any information related to the performance of this Agreement, such as information about the use of Seminis products and services, preferences and feedback, and any communications with Seminis, to assist Seminis in establishing and maintaining a business relationship with Grower, including, for example, to: (i) better understand Grower’s needs and preferences; (ii) enable Seminis to operate and manage its business and operations (including research and development of new and existing products and services and offering incentives to retailers to make products and services available); and (iii) periodically send materials, news/updates, and other information about certain products, services, events, and other matters that may be of interest to you. For more information about how Seminis handles personal information, please read Seminis’ Privacy Statement, which may be updated from time to time in accordance with its terms, at https://www.cropscience.bayer.us/privacy-statement.

4. GROWER CLAIMS AND REMEDIES:

  1. EXCLUSIVE WARRANTY :

    Grower’s sole and exclusive warranty (“Exclusive Warranty”) on the Seed is that the Seed conforms to the label information required by applicable state and federal law within reasonable tolerances.

  2. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED: :

    TO THE EXTENT NOTEXPRESSLY PROHIBITED BY APPLICABLE LAW:

    1. EXCEPT FOR THE EXCLUSIVE WARRANTY SET FORTH ABOVE, SEMINIS DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SEED AND ANY PLANT OR CROP GROWN FROM THE SEED, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), INCLUDING, BUT NOT LIMITED TO: (A) THE IMPLIED WARRANTY OF MERCHANTABILITY; (B) THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) THE IMPLIED WARRANTY AGAINST INFRINGEMENT (FOR THE SEED ALONE OR IN COMBINATION WITH ANY REGISTERED PESTICIDES OR OTHER SEED TREATMENT PRODUCTS); (D) ANY WARRANTIES OF CROP PERFORMANCE OR FREEDOM FROM DISEASE (EVEN IF SEED BORNE); AND (E) IN ACCORDANCE WITH APPLICABLE GOVERNMENTAL REGULATIONS, ANY WARRANTY THAT THE SEED IS FREE OF UNINTENTIONAL PHENOTYPIC AND/OR GENOTYPIC (BIOTECH) TRAITS.
    2. IF GROWER: (A) APPLIES OR AUTHORIZES A THIRD PARTY TO APPLY ANY SEED ENHANCEMENT, SEED TREATMENT, OR SEED COATING (WHETHER CHEMICAL OR BIOLOGICAL) TO THE SEED THAT SEMINIS HAS NOT RECOMMENDED OR APPROVED; (B) ALLOWS A THIRD PARTY WHO SEMINIS HAS NOT AUTHORIZED OR APPROVED TO APPLY ANY SEED ENHANCEMENT, SEED TREATMENT, OR SEED COATING (WHETHER CHEMICAL OR BIOLOGICAL) TO THE SEED, WHETHER OR NOT SEMINIS HAS RECOMMENDED OR APPROVED THE SEED ENHANCEMENT, SEED TREATMENT, OR SEED COATING; OR (C) REPACKAGES OR ALLOWS A THIRD PARTY SEMINIS HAS NOT AUTHORIZED TO REPACKAGE THE SEED, IN EACH CASE SEMINIS DISCLAIMS ALL WARRANTIES FOR THE ENHANCED, TREATED, COATED, AND/OR REPACKAGED SEED, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE EXCLUSIVE WARRANTY, THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND THE IMPLIED WARRANTY AGAINST INFRINGEMENT.
  3. LIMITATION OF LIABILITY AND REMEDIES :

    SEMINIS’ TOTAL LIABILITY AND GROWER’S SOLE AND EXCLUSIVE REMEDY FOR ANY AND ALL LOSSES, INJURIES, AND/OR DAMAGES ARISING OUT OF THE PURCHASE OR USE OF THE SEED OR ANY PLANT OR CROP GROWN FROM THE SEED, OR OTHERWISE ARISING OUT OF BREACH BY SEMINIS OF THE EXCLUSIVE WARRANTY SET FORTH IN THIS AGREEMENT, HOWEVER SUCH LIABILITY MAY ARISE, WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER THEORY OF RECOVERY OR REMEDY, SHALL BE, AT THE ELECTION OF SEMINIS OR SEMINIS’ DELEGATE, THE PURCHASE PRICE PAID BY THE GROWER FOR THE SEED (AS SET FORTH IN THE APPLICABLE INVOICE) OR REPLACEMENT OF THE SEED. SEMINIS SHALL NOT BE LIABLE TO GROWER AND/OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, RELIANCE, REMOTE, EXEMPLARY, PUNITIVE, SPECIAL, OR INDIRECT DAMAGES. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFIT OR YIELD AND LOSS OF AMOUNTS INCURRED OR EXPENDED IN PLANTING, USING, AND/OR CARING FOR THE SEED AND/OR ANY PLANT OR CROP GROWN FROM THE SEED. GROWER AGREES THAT IF THE PURCHASE PRICE PAID BY GROWER FOR THE SEED OR REPLACEMENT SEED IS PROVIDED, THE REMEDY SET FORTH IN THIS NOTICE WILL NOT HAVE FAILED OF ITS ESSENTIAL PURPOSE.

  4. PROMPT NOTICE OF CLAIMS REQUIRED :

    As a condition to receiving Grower’s limited remedy set forth above, any and all claims brought under this Agreement must be brought by the earlier of: (1) any expiration date for any seed treatment, seed enhancement, inoculant, or other non-inoculant biological product sold with or applied to the Seed or identified on the Seed’s tag or placard card; or (2) two years after the Seed’s purchase date. Within that time period, all claims must be presented to Seminis within 30 days after the condition or event giving rise to the claim is discovered or should have been discovered, or prior to the harvest of the crop, whichever comes first, so that the claim may be investigated and the Seed or crop inspected.

  5. Forum Selection for Claims Made by Grower and All Other Claims :

    THE PARTIES CONSENT TO THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE OF THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI, EASTERN DIVISION, AND THE CIRCUIT COURT OF THE COUNTY OF ST. LOUIS, MISSOURI (ANY LAWSUIT MUST BE FILED , IF IN FEDERAL COURT, IN ST. LOUIS, MO, OR, IF IN STATE COURT, IN ST. LOUIS COUNTY, MO) FOR ALL CLAIMS AND DISPUTES ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS STSA AND/OR THE USE OF THE SEED AND/OR THE SEMINIS TECHNOLOGIES MADE BY GROWER. THE PARTIES WAIVE ANY OBJECTION TO VENUE IN THE EASTERN DIVISION OF THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI, INCLUDING THOSE BASED, IN WHOLE OR INPART, ON THE DIVISIONAL VENUE LOCAL RULE(S) OF THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI.

  6. Arbitration of Seed Claims :

    1. NOTICE: ARBITRATION/MEDIATION/CONCILIATION OF SEED CLAIMS REQUIRED BY SEVERAL STATES: Under the seed laws of several states, arbitration, mediation or conciliation is required as a prerequisite to maintaining a legal action based upon the failure of seed, to produce as represented. States which require this type of dispute resolution procedure for seed include, but may not be limited to, Arkansas, California, Colorado, Florida, Georgia, Idaho, Illinois, Indiana, Mississippi, Montana, South Carolina, Texas and Washington. The grower/consumer must file a complaint (sworn for AR, FL, ID, IN, MS, MT, SC, TX, WA) (verified for CO, IL) (signed only for CA, GA), along with the required filing fee (where applicable) and any other required verification and/or documentation (MS-recognized professional verification required of causal connection) with the Commissioner/Director/Secretary of Agriculture(CA, CO, FL, GA, ID, IL, IN, MS, MT, SC, TX, WA) or State Plant Board (AR), Seed Commissioner, or Chief Agricultural Officer. The complaint must be filed promptly, but at least within such time as to permit inspection of the crops, plants or trees by the state’s designated agency and the dealer or agent from whom the seed was purchased, or within the specific time period required by state law. A copy of the complaint shall be sent to Seminis Vegetable Seeds, Inc., 800 North Lindbergh Boulevard, St. Louis, Missouri 63167, Attention: Associate General Counsel, Vegetable Division by certified or registered mail or as otherwise provided by state statute. A copy should also be sent to the dealer or agent from whom the seed was purchased. For specific information about these requirements for seed claims, including filing procedures, time limitations, fees, and scope of application, contact the Department of Agriculture in your state.

    2. NOTICE: VOLUNTARY SEED CLAIM PROCEDURE IN SEVERAL STATES: The seed laws of several other states provide an opportunity for claims based upon the failure of seed to perform to be investigated and heard before a special seed board or arbitration committee as an alternative to filing a legal action in a court. States which provide this procedure include, but may not be limited to, Alabama, Minnesota, North Carolina, North Dakota and South Dakota. To take advantage of this procedure, a grower/consumer of seed must file a complaint (sworn for AL, MN, NC) (written petition for ND) (signed for SD), along with the required filing fee (where applicable) with the Commissioner/Secretary of Agriculture. The complaint must be filed promptly, but at least within such time as to permit inspection of the crops, plants or trees in the field and under field conditions, or within the specific time period required by state law. Failure to follow this procedure in North Carolina will limit the amount of damages a grower may be able to recover in a legal action. For specific information about this claims procedure, please contact the Department of Agriculture in the relevant state.

Thank you for choosing our advanced technologies. We look forward to working with you in the future. If you have any questions regarding Seminis Technologies or this license, please call 1-866-99-BAYER.