Business CSRD Document

BUSINESS CSRD SERVICES AGREEMENT

This Business CSRD Services Agreement (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client seeks to prepare and publish sustainability disclosures in accordance with the Corporate Sustainability Reporting Directive (CSRD) and related reporting standards applicable to Client's operations and jurisdictions; and

WHEREAS, Service Provider represents that it has the expertise, personnel and systems to perform CSRD-related services including materiality assessment, data collection, KPI definition, assurance preparation and reporting deliverables; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of those services under the terms and conditions of this Agreement.

SCOPE OF WORK

Services will include, at a minimum, the following deliverables and activities (select all that apply and describe specifics in the Scope of Services above):

Materiality assessment and stakeholder mapping
Definition and calculation methodology for sustainability KPIs
Data collection templates and system integration support
Preparation of CSRD-compliant reporting templates and narrative
Support for independent assurance and third-party audit readiness

PAYMENT TERMS

Service Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed amounts within the agreed payment period. Disputed amounts shall be raised in writing within fifteen (15) days of receipt of an invoice and the parties shall cooperate in good faith to resolve disputes promptly.

TERM AND TERMINATION

This Agreement commences on and continues until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other if the breach remains uncured thirty (30) days after written notice specifying the breach. Termination for cause is without prejudice to any other remedies available at law or in equity. Upon termination, Client shall pay Service Provider for services performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public information and materials disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly known through no breach hereof; (b) is received from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the purposes of performing this Agreement, shall limit access to personnel who have a need to know, and shall take commercially reasonable measures to protect confidentiality. Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except that trade secrets shall remain subject to protection for as long as they qualify as trade secrets under applicable law.

DATA ACCURACY, AUDIT RIGHTS & COMPLIANCE

Client represents and warrants that all data, records and information provided to Service Provider for use in preparing CSRD disclosures shall be true, accurate and complete to the best of Client's knowledge. Service Provider will rely upon Client-provided data unless otherwise expressly agreed in writing.

Client grants Service Provider and its authorized auditors the reasonable right to inspect relevant source data and supporting documentation upon reasonable notice during regular business hours for the purpose of verifying information included in deliverables. Any such inspection shall be conducted in a manner designed to minimize disruption to Client's operations and shall be subject to the Confidentiality provisions of this Agreement.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of methodologies, tools, templates and software used or developed prior to or outside this Agreement ("Background Materials"). Client is granted a non-exclusive, non-transferable license to use deliverables for Client's internal reporting and public disclosure obligations under CSRD. Client shall not decompile, reverse engineer or otherwise attempt to derive source code or system logic from Service Provider Background Materials.

INDEMNITY & LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence, willful misconduct or breach of confidentiality. Except for liability resulting from gross negligence, willful misconduct or indemnity obligations, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

SUBCONTRACTING

Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for subcontractor performance and compliance with this Agreement. Service Provider shall ensure that subcontractors are bound by confidentiality and data protection obligations no less protective than those set forth herein.

Client consents to the use of subcontractors in accordance with the terms above.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to its choice of law rules. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, proposals and agreements, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business.

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