Exhibit 10.ii.e
SERVICES AGREEMENT
THIS SERVICES AGREEMENT (the
“Agreement”), made on December 27, 2006, by and
between CARGILL AGRICOLA S.A. (“Cargill”) and MOSAIC
FERTILIZANTES S.A., MOSAIC FERTILIZANTES LTDA. AND FORSPAR S.A.
(collectively, “Mosaic”), relates to certain services
that Cargill will provide to Mosaic.
1. Scope of
Services
Cargill agrees to provide those
services described in Exhibit A, attached hereto and incorporated
herein (the “Services”) and such other services as
Mosaic may request, from time to time.
2. Term and
Termination
(a) This Agreement will be in effect
from June 1, 2006 and will expire on May 31, 2007;
provided, however, that either party may terminate any of the
services listed on Exhibit A by providing the other party thirty
(30) days advance written notice.
3.
Compensation/Payment
Mosaic agrees to compensate Cargill
for the Services as set forth on Exhibit A.
4. Independent
Contractor
The relationship of Cargill to
Mosaic is that of an independent contractor. Cargill is not an
employee, agent or joint venturer of or with Mosaic, and no agent,
officer, director, or employee of Cargill is, will be, or will be
deemed to be, an officer, director or employee, agent or joint
venturer of or with Mosaic.
5. Representations and
Warranties
Cargill represents and warrants that
Cargill will perform the services in a diligent and workmanlike
manner in accordance with accepted professional
practices.
6. Assignment
Mosaic will not assign this
Agreement or subcontract any of its obligations hereunder without
the prior written consent of Cargill, which consent may be withheld
with or without cause. This Agreement will inure to the benefit of
and be binding upon the successors and permitted assigns of the
parties.
7. Indemnification
(a) Cargill agrees to indemnify and
hold Mosaic and Mosaic’s respective affiliates and each of
their officers, directors, employees and agents of any of the
foregoing
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(“Mosaic Indemnitees”) harmless from
and against any and all claims, losses, damages, liabilities,
fines, penalties, costs and expenses (including legal fees and
reasonable costs of investigations) incurred by
