Business Environmental Sustainability Agreement

Business Environmental Sustainability Agreement

This Business Environmental Sustainability Agreement (the Agreement) is entered into as of Effective Date: by and between Company Name: with principal address at ("Company"), and Service Provider Name: with principal address at ("Provider"). Company and Provider are each a Party and together the Parties.

RECITALS

WHEREAS, Company seeks to implement measures to reduce environmental impact and improve sustainability performance across its operations; and

WHEREAS, Provider represents that it possesses the expertise, personnel, and resources to provide sustainability consulting, auditing, planning, and implementation services described in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will perform sustainability services for Company.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, acceptance criteria, milestones, and reporting obligations are described in the Scope of Work and shall be binding on the Parties.

PAYMENT TERMS

Unless otherwise stated in the Payment Schedule, invoices are due Net days from invoice date. Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower), calculated daily and compounded monthly.

All fees are exclusive of taxes; Company shall be responsible for taxes imposed on payments unless Provider is required to collect such taxes under applicable law.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided below.

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the effective date of termination. Either Party may terminate immediately for material breach by the other Party if such breach is not cured within 30 days after written notice specifying the breach. Termination shall not relieve Company of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by one Party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes without limitation technical data, business and sustainability plans, audits, and third-party data provided under agreement.

The receiving Party shall (a) use Confidential Information solely for performance under this Agreement, (b) restrict disclosure to those employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement, and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care. Confidential Information shall not include information that is publicly available through no fault of the receiving Party, independently developed without use of the disclosing Party's Confidential Information, or required to be disclosed by applicable law or valid legal process, provided the receiving Party provides prompt written notice and cooperates with any efforts to limit disclosure.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Provider shall retain ownership of methodologies, templates and tools developed prior to or outside the Scope of Work. Company shall own all final deliverables and reports specifically prepared for Company upon full payment. To the extent Provider processes Company data, Provider shall use the data only to perform the services and shall implement reasonable technical and organizational measures to protect personal and corporate data.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY COMPANY TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including the Scope of Work and any exhibits or written statements of work signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

Notices shall be sent to the addresses above or such other addresses as a Party may designate in writing and shall be effective upon receipt.

MISCELLANEOUS

No Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is found to be unenforceable, the remainder shall continue in full force and effect. The Parties agree to work in good faith to resolve disputes and to attempt informal resolution prior to commencing litigation.

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