**Exhibit 10.32**

 

**[Portions of this Exhibit have been omitted pursuant to arequest for confidentiality under Rule 24b-2 of the Securities Exchange Act of1934, as amended.  A copy of thisExhibit with all sections intact has been filed separately with the Securitiesand Exchange Commission.]**

 

 

**FORM OF 2003 SUGARBEET DELIVERYAGREEMENT**

 
| Federal ID No. |   | Agreement No.                                                                                                                                                                                                                                                                                                                                                            |
|----------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |   |                                                                                                                                                                                                                                                                                                                                                                     |
|           |   | Date:                                                          ,  2003 |

 

**SIDNEY SUGARS INCORPORATED**(“SSI”) and

(“Grower”),

[a corporation, a partnership, an individual]*, whose address is

                                                                                                    ,State of

hereby agree as follows:

 

1.             **Purchaseand Sale.**  Grower shallgrow and shall deliver and sell to SSI during the 2003-crop season, and SSIshall purchase from Grower, the sugarbeets as described on the attachedAddendum(s) in accordance with the terms of this Agreement (this Agreement andsuch Addendum(s) together with the Exhibits attached hereto being collectivelyreferred to herein as the Agreement). SSI shall not be obligated to purchase, and Grower agrees to destroyprior to August 15, 2003, sugarbeets from all acres planted in excess of thatset forth on the Addendum(s) attached hereto. SSI hereby reserves the right to prorate deliveries to be made underthis Agreement.  Any such prorationshall be established by SSI after a determination by SSI that it may not beable to economically process the entire crop for any reason, including but notlimited to, government imposed marketing allocations and for a larger thananticipated crop yield.  A prorationshall be communicated to, and applied against, all growers of SSI on a uniformand equitable basis.  Title and risk ofloss for sugarbeets purchased hereunder shall pass from Grower to SSI at thetime the sugarbeets are placed on the piler belt.

 

2.             **AgriculturalPractices.**  Thesugarbeets shall be planted not later than June 1, 2003 unless a later date isapproved in advance in writing by SSI. Grower shall not plant sugarbeets in the same field in consecutive yearsunless approved in advance in writing by SSI. Grower shall not apply nitrogen fertilizer to the sugarbeets after July1, 2003 unless approved in advance in writing by SSI.  Grower shall not irrigate the sugarbeets within the 20-day periodimmediately prior to the date that harvest and delivery of the sugarbeets arescheduled to commence unless approved in advance in writing by SSI.  EXCEPT UNDER UNAVOIDABLE EMERGENCYCONDITIONS, GROWER SHALL REMOVE THE SUGARBEET FOLIAGE FROM THE CROP ONLY ONTHE DAY ON WHICH SUGARBEETS ARE HARVESTED AND SHALL PROTECT THE SUGARBEETSFROM SUN AND FREEZING TEMPERATURES AFTER REMOVAL FROM THE GROUND. Except as expressly set forth in this Agreement, Grower is not obligatedto adopt or conform to agricultural practices recommended by SSI or itsemployees.  In no event shall SSI beliable for any failure or partial failure of Grower’s sugarbeet crop or damageto the sugarbeets.

 

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*Strike out all but the appropriate designation.  If a partnership, the name of the partnership, if any, and thenames of all partners should appear.

 

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3.             **RestrictedChemicals.**  Grower shallnot apply to the sugarbeets, or to the land upon which the sugarbeets aregrown, any “pesticide chemical” as defined in the Federal Food, Drug, andCosmetic Act, as amended, unless a regulation shall then be in effect underSection 408 of such Act exempting such chemical from the requirement of atolerance or prescribing a tolerance for such chemical, in which event suchchemical may be applied to the sugarbeets, or land upon which the sugarbeetsare grown, only at such time and in such manner and quantities as shall bewithin the tolerance prescribed for sugarbeets, and any quantity of such chemicalin or on sugarbeets delivered hereunder shall be within the toleranceprescribed in such regulation.  Groweracknowledges and agrees that SSI shall have the right to reject and refusedelivery of any sugarbeets to which have been applied, or which have been grownon land to which has been applied, any unauthorized, non-registered,non-approved or prohibited pesticide, herbicide, chemical or othersubstance.  Grower further acknowledgesand agrees that SSI’s right to reject or refuse delivery of any of saidsugarbeets may be invoked by SSI at its sole option, regardless of whether ornot use of, or application of, an unauthorized, non-registered, non-approved,or prohibited pesticide, herbicide, chemical or other substance results in, ormay result in, a residue in or on the sugarbeets grown, or sugar or by-productsproduced from such sugarbeets.  Growerwarrants that the sugarbeets shall be produced and delivered in compliance withall applicable State and Federal laws and the rules and regulations thereunder,including, but not limited to, Section 12 of the Fair Labor Standards Actrelating to the employment of minors.

 

4.             **SugarbeetSeed.**  Grower shall useonly such sugarbeet seed as may be jointly approved, in advance, by SSI and theAssociation.  SSI makes no warrantieswith respect to approved sugarbeet seed varieties.

 

5.             **Conditionof Sugarbeets. **Growershall deliver the sugarbeets to SSI in good condition at the receiving stationdesignated on the Addendum(s) hereto (which designation may be changed by SSIby notice to Grower near the completion of harvest to avoid an insufficient oruneconomic utilization of a receiving station) properly topped and free fromexcessive amounts of dirt, stones, leaves, trash or other foreign substanceswhich may interfere with the handling or processing of the sugarbeets.  GROWER SHALL NOT DELIVER AND SSI SHALL NOTBE OBLIGATED TO RECEIVE OR TO PAY FOR AND MAY REJECT (i) sugarbeets not grown,harvested or delivered in compliance with the terms of this Agreement; (ii) sugarbeetsof less than 12% sugar content; (iii) sugarbeets of less than 80% purity; (iv)diseased, frozen, freeze damaged, wilted or improperly topped sugarbeets; (v)sugarbeets which are commingled with excessive amounts of dirt, stones, leaves,trash or other foreign substances; or (vi) sugarbeets which for any otherreason are not suitable for the manufacture of sugar.  SSI’s failure to reject any sugarbeets shall not constitute awaiver by SSI of, or in any manner impair, SSI’s right to reject any other sugarbeetsunder this Agreement.

 

6.             **Timing ofDeliveries.**  Sugarbeetsshall be harvested and delivered as and when scheduled by SSI until thebeginning of regular harvest (the beginning of regular harvest is hereinafterreferred to as the “initial piling date”). No sugarbeets may be delivered before the initial piling date unlesscovered by an Early Harvest Amendment between Grower and SSI.  The initial piling date will begin on a datedetermined by SSI no earlier than September 26, 2003 and no later than October1, 2003.  On and after the initialpiling date, Grower shall harvest and deliver all unharvested sugarbeets assoon as possible without further notification and, unless prevented by weatherconditions, shall complete delivery of all sugarbeets by December 1, 2003.  If weather conditions prevent the harvest ofall sugarbeets prior to December 1, 2003 and if the Factory is still operating,Grower may deliver during such operating period at such times and places as maybe designated by SSI.  After consultationwith the Association, SSI may (i) change the initial piling date, (ii) controland restrict deliveries after the initial piling date, or (iii) control andrestrict deliveries during any period when warm weather may subject sugarbeetsin storage piles to abnormal deterioration. SSI shall use its best efforts to receive approximately 5% per day(during a normal working day) of all Grower’s estimated total tonnage.  Any requests

 

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by Grower for correction and/or changes in delivery tickets must bereceived by SSI within ten (10) days of the date of delivery of the sugarbeetsin order to be considered by SSI.

 

7.             **LateHarvest Payment.** Notwithstanding the provisions of Section 6, Grower may be subject to alate harvest payment in the event Grower fails to complete delivery of allsugarbeets within the twenty (20) harvest days commencing on the initial pilingdate (the “Regular Harvest Period”) as further provided in this Section 7.

 

(a)           The late harvest payment shall beassessed against Grower if Grower delivers sugarbeets to a receiving station(outside or factory yard) after the Trigger Time (as defined below) for thatreceiving station.  The late harvest paymentto be assessed to Grower shall be $100 for each hour of operation of thatreceiving station for the benefit of Grower. The amount of the late harvest payment shall be deducted from the firstpayment (and subsequent payments if necessary) to be made by SSI to Growerhereunder.

 

(b)           The “Trigger Time” shall be the pointin time following completion of the Regular Harvest Period that a receivingstation has operated for three (3) harvest days following delivery of 95% ofthe sugarbeets contracted for delivery to that receiving station.  A “harvest day” shall be defined as thenormal hours of operation during the Regular Harvest Period for that receivingstation.  The actual Trigger Time forpurposes of calculating the late harvest payment shall be determined followingcompletion of harvest based on actual deliveries.

 

(c)           The following terms and conditionsshall apply with regard to the determination of the late harvest payment:

 

(i)            The late harvest payment shall beapplied against the Grower’s agreement(s) with respect to which the latedeliveries are made.

 

(ii)           The late harvest payment shall applyfor each hour that the receiving station is open for the benefit of the Grower,regardless of the actual hours the Grower is actively harvestingsugarbeets.  Grower will not be chargeda late harvest payment for any period that it is not harvesting, providedthat Grower has given SSI reasonable advance notice that it will not beharvesting sugarbeets.  The minimuminterval for operation of a receiving station will be 8 hours.

 

(iii)          Grower may avoid the late harvestpayment by completing deliveries to another receiving station closer to thefactory for which the Trigger Time has not yet been met.

 

(iv)          If SSI determines that a receivingstation is, or is anticipated to be, over its capacity to receive and storesugarbeets, Grower may not be permitted to deliver to that station, at the solediscretion of SSI.

 

8.             **BeetPayment.**  Sugarbeetsgrown, harvested and delivered in accordance with the terms of this Agreementshall be paid for under the following terms:

 

(a)           A proper deduction for tare will bemade by SSI in determining the net tons of sugarbeets delivered by Grower.  The determination of top tare shall be basedon the removal of all beet crown material leaving a distinct trace of leaf scarafter the top tare is taken.  For beetssmaller than or equal to 3” in diameter, removal will be straight across.  For beets larger than 3” in diameter,removal will be down to 22o from the horizontal.  All soil, beet tops, weeds, rocks and other debris found in allsamples will be part of the total tare.

 

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(b)           SSI shall determine the sugar contentof the sugarbeets and the factory cossettes, which determination shall befinal.  Grower may have representatives(weighman, tareman and chemist) in SSI’s scale house, tare room and laboratoryto check weights, tares and  sugaranalyses, but such representatives must be qualified in the line of work to beperformed.

 

(c)           The price per net ton of sugarbeetsshall be based on (i) the Average Net Return for Sugar (as defined inparagraph 8(d)) and (ii) the Adjusted Average Sugar Content of Grower’ssugarbeets (as defined and determined under paragraph 8(e)), as set forthin the following scale, subject to increase or decrease for freight charges,early harvest payments, and/or hauling allowance as provided in paragraph 8(g).

 

**SUGARBEET PAYMENT SCALE**

(Payment indollars per net ton of sugarbeets)

 
| **Average Net Return for  Sugar per CWT** |      | **Adjusted  Average Sugar Content (%) of Sugarbeets** |      |
|-------------------------------------------|-----------|-------------------------------------------------------|-----------|
|                                      | **19.0%** |                                                  | **18.0%** |   | **17.0%** |   | **16.0%** |   | **15.0%** |   | **14.0%** |   |
| XXXX                                      |      | XXXX                                                  |      | XXXX |   | XXXX |   | XXXX |   | XXXX |   | XXXX |   |
| XXXX                                      |      | XXXX                                                  |      | XXXX |   | XXXX |   | XXXX |   | XXXX |   | XXXX |   |
| XXXX                                      |      | XXXX                                                  |      | XXXX |   | XXXX |   | XXXX |   | XXXX |   | XXXX |   |
| XXXX                                      |      | XXXX                                                  |      | XXXX |   | XXXX |   | XXXX |   | XXXX |   | XXXX |   |
| XXXX                                      |      | XXXX                                                  |      | XXXX |   | XXXX |   | XXXX |   | XXXX |   | XXXX |   |
| XXXX                                      |      | XXXX                                                  |      | XXXX |   | XXXX |   | XXXX |   | XXXX |   | XXXX |   |
| XXXX                                      |      | XXXX                                                  |      | XXXX |   | XXXX |   | XXXX |   | XXXX |   | XXXX |   |
| XXXX                                      |      | XXXX                                                  |      | XXXX |   | XXXX |   | XXXX |   | XXXX |   | XXXX |   |
| XXXX                                      |      | XXXX                                                  |      | XXXX |   | XXXX |   | XXXX |   | XXXX |   | XXXX |   |
| XXXX                                      |      | XXXX                                                  |      | XXXX |   | XXXX |   | XXXX |   | XXXX |   | XXXX |   |
| XXXX                                      |      | XXXX                                                  |      | XXXX |   | XXXX |   | XXXX |   | XXXX |   | XXXX |   |

 

**[Portionsof this section have been omitted pursuant to a request for confidentialityunder Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  A copy of this Agreement with this sectionintact has been filed separately with the Securities and Exchange Commission.]**

 

Fractions of Average NetReturn for Sugar and Adjusted Average Sugar Content shall be in the samerelative proportion and shall be interpolated from the scale.  If the Average Net Return for Sugar or theAdjusted Average Sugar Content is higher or lower than shown in the foregoingscale, the price to be paid for sugarbeets shall be increased or decreased inproportion to the immediately preceding price interval.

 

(d)           The term Average Net Return for Sugaras used in this Agreement means the net selling price for sugar received byAmerican Crystal Sugar Company from United Sugars Corporation for the 2003 cropyear, less all charges and expenditures of the kind regularly and customarilydeducted from the net selling price for sugar under SSI’s system of accountingestablished for determining Average Net Return for Sugar.  Without limiting the generality of theforegoing, there shall be included among the charges and expenditures deductiblefrom the net selling price for sugar in determining Average Net Return forSugar (i) all excise, sales or other taxes and all other direct or indirectcharges of any kind paid or accrued by SSI on, or with respect to, or arisingout of the manufacture, processing, production, ownership, possession, holdingfor sale, sale, marketing or shipment of such sugar or any part thereof, or onall or any part of the return from such sale; (ii) the profit or loss, if any,resulting from hedging operations conducted by SSI in response to sugar customersrequests for sugar pricing based on sugar futures contracts listed on the NewYork Coffee, Sugar & Cocoa Exchange; (iii) the profit or loss, if any,resulting from SSI’s purchase and

 

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sale of other domestic or foreign refined sugar whichSSI deems necessary or advisable to fill shortfalls in SSI’s production or topreserve SSI’s market share; (iv) all costs incurred in preparing sugar formarketing, including the cost of packaging, liquefying, and powdering; (v) allcosts, charges, reductions in revenue, storage fees, and interest expenseresulting from SSI’s production of sugar in excess of that permitted to bemarketed under government imposed marketing allocations based on the Sidneyfactory’s percentage of the overall allotment quantity; and (vi) other costs,fees and expenses comparable or similar to those subtracted from the netselling price in calculating the beet payment to the shareholders of AmericanCrystal Sugar Company.

 

(e)           The Adjusted Average Sugar Content ofGrower’s sugarbeets is the average sugar content of Grower’s sugarbeets (asdetermined by SSI’s individual tests) reduced by a “Pol Adjustment” inan amount equal to 50% of the difference between (1) the average sugar contentof all growers’ regular harvest sugarbeets received by SSI for the SidneyFactory (as determined by SSI’s aggregate individual tests) during the currentcrop year less (2) the average sugar content of all growers’ regular harvestsugarbeets sliced by SSI at the Sidney Factory (as determined by SSI’s cossettetests) during the current crop year. Steam to the beet slicers will be shut off whenever a sample ofcossettes is taken for purposes of the Pol Adjustment.

 

(f)            The final determination of AverageNet Return for Sugar shall be verified by a firm of independent certifiedpublic accountants selected by SSI, which verification shall beconclusive.  Grower (acting through theAssociation) shall have the right to select at its own expense a firm ofcertified public accountants to check the determination of Average Net Returnfor Sugar.

 

(g)           The payment for sugarbeets determinedin accordance with paragraph 8(c) shall be increased or decreased as follows:

 

(i)            Inthe event Grower delivers sugarbeets to an outside receiving station, Growershall be charged a freight participation charge (per screened ton) applicableto the transportation of Grower’s sugarbeets from the receiving station to thefactory.  The Grower freight participationcharge (per net ton) is an amount equal to 50% of the Adjusted FreightRate.  The Adjusted Freight Rate iscalculated by the following formula:

 
| Receiving station | x  100% + Grower’s % tare  x | Weighted average of  Grower’s District sugar content  =  Adjusted Freight Rate |
|-------------------|---------------------------------------------|-----------------------------------------------------------------------------------------------|
| Freight Rate      | 100                                         | Weighted average of  Grower’s sugar content                                              |

 

(ii)           Inthe event Grower delivers sugarbeets to the Sidney factory yard, Grower will becharged a factory freight participation charge (per ton) applicable to thetransportation of the Grower’s sugarbeets from the pile to the wet hopper.  The Grower freight charge is an amount equalto 50% of the Actual Factory Freight Cost calculated as follows:

 
| Actual Factory | =      | Factory Freight Rate  per Screened Ton         |
|----------------|--------|------------------------------------------------|
| Freight Cost   |   | Total Screened Tons  Delivered to Factory Yard |

 

(iii)          Inthe event Grower is contracted to deliver sugarbeets to an outside receivingstation and instead elects to deliver sugarbeets to the Sidney factory yard,Grower will be paid a hauling allowance equal to 50% of the Adjusted FreightRate (determined as set forth above) for the receiving station to which Growerwas contracted.

 

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(iv)          Inthe event Grower is contracted to deliver sugarbeets to an outside receivingstation and elects to deliver the sugarbeets to an  outside receivingstation that is closer to the Sidney Factory, Grower shall be paid a haulingallowance equal to 50% of the freight savings based on the Adjusted FreightRates for the affected receiving stations.

 

(v)           Inthe event Grower delivers sugarbeets to outside receiving stations from certaingeographic areas, Grower shall be paid a delivery incentive to compensateGrower for increased hauling expenses. The delivery incentive shall be calculated as follows:

 
| Pleasant View   |   | Area I (Glendive)  Area II (Cracker Box exit to Yellowstone River  Area III (Fallon to Yellowstone River)  Area IV (Fallon Flats)                                                                                                                                                                                                        |   | $ XXX per ton  $ XXX per ton  $ XXX per ton  $ XXX per ton |
|-----------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------|
|            |   |                                                                                                                                                                                                                                                                                                                                     |   |                                                       |
| Powder River    |   | Area I (Kinsey and  Tongue River)                                                                                                                                                                                                                                                                                                        |   | $ XXX per ton                                              |
|            |   |                                                                                                                                                                                                                                                                                                                                     |   |                                                       |
| Marley District |   | These beets will  delivered to the Sugar Valley station or optionally to the Factory with  hauling allowance.  (Border-the road  that runs south of the old Marley station past the church for 2.4 miles.  It then angles west for .6 mile and turns  south for 1.4 miles.)  Area I (East of border)  Area II (West of border) |   | $ XXX  per ton  $ XXX per ton                         |
|            |   |                                                                                                                                                                                                                                                                                                                                     |   |                                                       |
| Culbertson      |   | Area I (East of  Brockton, Montana)

Area II (All sugarbeet  acres grown west of the town of Brockton, Montana)                                                                                                                                                                                                                          |   | $ XXX  $ XXX per ton                                       |

 

**[Portions of this section have been omitted pursuant to arequest for confidentiality under Rule 24b-2 of the Securities Exchange Act of1934, as amended.  A copy of thisAgreement with this section intact has been filed separately with theSecurities and Exchange Commission.]**

 

(vi)          In the event SSI enters into EarlyHarvest Amendments with any of its growers that result in SSI making earlyharvest payments to such growers, the total cumulative amount of such earlyharvest payments shall be proportionately deducted (on per ton basis) from thepayment to be made to all growers, including Grower.

 

The payment adjustmentsprovided in this paragraph 8(g) shall be applied to the first payment ofsugarbeets to be made to Grower under this Agreement.  The determination of contracted receiving station and associateddistricts shall be based on that specified in the Addendum(s) to thisAgreement.

 

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9.             **PaymentSchedule.**  SSI shall makean initial payment (i) on November 20, 2003 for sugarbeets delivered by Growerprior to November 5, 2003 and (ii) on the 15th day of the month following themonth of delivery for sugarbeets delivered by Grower on or after November 5,2003.  The initial payment will bereduced by the Grower freight participation provided in paragraph 8(c) and anyother deductions provided hereunder or otherwise authorized by Grower.  The initial and subsequent payments will bemade based on the Adjusted Sugar Content of Grower’s sugarbeets, and SSI’sestimate of anticipated Average Net Return for Sugar as set forth in thefollowing schedule:

 
| **Initial  Payment**                         |   | **2nd  Payment**  |   | **Final  Payment**                           |   |
|----------------------------------------------|--------|-------------------|--------|----------------------------------------------|--------|
| **% of SSI’s   estimated   net return** |   | **Date**          |   | **% of SSI’s   estimated   new return** |   | **Date** |   | **% of actual   net return** |   | **Date** |   |
| XXX%                                         |   | As provided above |   | XXX%*                                        |   | April 2, 2004 |   | XXX%* |   | October 31, 2004 |   |

 

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*Taking credit for prior payments

 

**[Portions of this section have been omitted pursuant to arequest for confidentiality under Rule 24b-2 of the Securities Exchange Act of1934, as amended.  A copy of thisAgreement with this section intact has been filed separately with theSecurities and Exchange Commission.]**

 

If Grower is a tenant on the land on which the sugarbeets are grown andGrower and the landlord have a crop sharing agreement, any check issued inpayment for sugarbeets delivered by Grower may be made payable jointly, atGrower’s election, to Grower and Grower’s landlord pursuant to forms andprocedures prescribed by SSI.  Growermay from time to time request that SSI deduct certain amounts from the paymentsto be made hereunder to satisfy payment obligations to third parties.  SSI reserves the right to approve the formof such requests.  To the extent SSIelects to honor such request(s), Grower shall defend and indemnify SSI from alllosses, costs, and damages (including attorneys’ fees and costs) incurred bySSI as a result of payments to a third party.

 

10.           **Advancesto Grower.**  Advances bySSI to Grower, either in seed, money, or otherwise, shall constitute paymentfor sugarbeets purchased hereunder to the extent of such advances and may bededucted from the initial or subsequent payments to Grower; provided, however,in the event Grower abandons his sugarbeet acreage, such advances shall becomedue and payable immediately.

 

11.           **DuesDeductions.**

 

(a)           SSI at its option may deduct from anypayment due under this Agreement (unless notified in writing by Grower beforeSeptember 1, 2003 not to make such deduction) the Grower’s dues and assessmentsto the Montana-Dakota Beet Growers Association (the “Association”) and pay thisamount to the Association.  No suchdeduction shall be made unless the Association notifies SSI in writing of theamount of such dues and assessments prior to August 15, 2003.  Grower hereby acknowledges that saiddeduction may occur.

 

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(b)           SSI may at its option deduct from anypayment due under this Agreement an amount equivalent to Grower’s proportionateshare (determined on a per ton basis) of 50% of the amount paid by or on behalfof SSI to The Sugar Association and/or The American Sugar Alliance.

 

12.           **Research.**  SSI is hereby authorized by Grower to deductfrom any payment due to Grower the amount of $.01 per net ton of beetspurchased and to pay such amount to the SSI/Grower Joint Research CommitteeTrust - Sidney (the “Sidney Trust”) for the purpose of promotingsugarbeet agronomic research.  SSI shallcontribute to the Sidney Trust an equal amount in cash.  Expenditures from the Sidney Trust will bedetermined by the Research Committee. The composition of the Research Committee will include equalrepresentation from both SSI and the Association.

 

13.           **Right ofAccess.**  SSI shall havethe right to enter Grower’s sugarbeet fields and to take sugarbeet samples fromtime to time for the purpose of determining the quality and quantity of thesugarbeets.

 

14.           **ForceMajeure.**  Fire, labortrouble, accident, act of God or of the public enemy, weather or other causebeyond the reasonable control of the parties which prevents Grower from theperformance of this Agreement or which prevents SSI from economically utilizingthe sugarbeets contracted for in the manufacture of sugar therefrom at thefactory shall excuse Grower or SSI, as the case may be, from the performance ofthis Agreement.

 

15.           **GovernmentFilings.**  Grower agreesto make timely filings of all USDA-FSA forms required to ensure maximumeligibility of SSI to qualify sugar for CCC loans in accordance with the FarmSecurity and Rural Investment Act of 2002 and regulations promulgatedthereunder, or other applicable legislation or regulations.

 

16.           **Non-Interference.**  This Agreement shall not be construed toaffect, modify or in any way interfere with any marketing agreement betweenGrower and the Association.

 

17.           **EntireAgreement; Assignment.** This Agreement constitutes the entire agreement of the parties withrespect to the subject matter hereof, and supercedes and replaces any and allprior written and oral agreements between Grower and SSI (and its predecessors).  The printed terms hereof may be modified orwaived only by written agreement signed by an officer of SSI.  Grower’s individual performance iscontemplated hereby, and Grower shall not assign this Agreement without SSI’sprior written consent.  Grower is anindependent contractor and is not an agent or employee of SSI.

 

18.           **BreachRemedies.**  Grower agreesto comply with all applicable federal, state and local laws, ordinances,regulations and rulings, as well as SSI’s operational and agriculturalregulations and policies (collectively referred to herein as “Applicable Lawand Policy”).  Grower acknowledges andagrees that Grower is required, pursuant to this Agreement to grow and deliverthe sugarbeet crop to SSI at the times specified by SSI.  Any one or more of the following shallconstitute a breach of this Agreement by Grower: (i) the failure of Grower toplant, grow and deliver said crop to SSI; (ii) the failure of Grower to complywith Applicable Law and Policy, (iii) the failure of Grower to comply with anyprovision of this Agreement, or (iv) the breach by Grower of any otheragreement with SSI.  Upon a breach ofthis Agreement, Grower may be subject to one or more of the following remediesas determined by SSI :

 

(a)           Termination of this Agreement and theright to deliver sugarbeets to SSI for processing;

 

(b)           Payment of liquidated damages to SSIfor failure to deliver the sugarbeets contemplated under this Agreement, whichliquidated damages are hereby declared and stated to be an amount equal toGrower’s share of SSI’s fixed costs (to be determined on a per ton basis) forprocessing of the crop; and

 

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(c)           Any other legal or equitable remedythat may be available to SSI under applicable law.

 

19.           **Indemnification.**  Grower agrees to hold harmless and indemnifySSI and its officers, directors, owners, shareholders, and affiliates from anyand all losses, costs, or damages (including attorneys fees and costs) SSI orits officers, directors, owners, employees, shareholders, or affiliates mayincur as a result of Grower (1) delivering sugarbeets to SSI grown fromnon-approved seed varieties, or to which have been applied, or which have beengrown on land upon or to which any unauthorized, non-registered, non-approvedor prohibited pesticide, herbicide, chemical or other substance has beenapplied; or (ii) breaching any provision of this Agreement.  This indemnification obligation shall be inaddition to any other remedies that may be available to SSI under Section 18 ofthis Agreement.

 

THIS IS A LEGALLY BINDING CONTRACT.  GROWER HAS HAD THE OPPORTUNITY TO CONSULTWITH AN ATTORNEY CONCERNING THE RIGHTS AND OBLIGATIONS SET FORTH HEREIN.

 
| **SIDNEY SUGARS INCORPORATED** |                          | **GROWER** |                      |
|--------------------------------|-------------------------------|------------|---------------------------|
|                           |                          |       | Print  Name               |
|                           |                          |       |
| **By**                         |                          |       | **Grower E-mail address** |   |
|                           | Factory Agricultural  Manager |       |                      |
|                           |                          |       |
|                           |                          |       |
| Factory Mailing  Address:      |                          | By:        |                      |
| P.O. Box 1168                  |                          |       |
| Sidney, Montana  59270    |                          | Title:     |                      |
|                           |                          |       |
|                           |                          |       |
|                           |                          | By:        |                      |
|                           |                          |       |
|                           |                          | Title:     |                      |
|                                |                               |            |                           |  |  |  |  |

 

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