Business ESG Proposal

Business ESG Proposal

Parties and Recitals

Client Name:    Service Provider:

WHEREAS, the Client seeks to evaluate and improve environmental, social and governance programs, policies, and reporting; and

WHEREAS, the Service Provider represents that it has the expertise and capacity to provide advisory, measurement, implementation and reporting services in the area of ESG; and

WHEREAS, the parties desire to set forth the scope, schedule, payment terms and other material terms governing the engagement effective as of: Effective Date:

Scope of Work

Payment Terms

Total Fee:    Currency:

Invoice Terms: Invoices issued by the Service Provider are due within days of receipt. Late payments will incur interest at % per month (or the maximum permitted by law), calculated monthly on unpaid balances. Reasonable collection costs and attorneys' fees will be recoverable by the Service Provider.

Expenses: Pre-approved travel and out-of-pocket expenses will be reimbursed. Estimated reimbursable expenses: . Unapproved expenses will not be reimbursed.

Term and Termination

Term Commencement Date: . Anticipated Completion Date: .

Either party may terminate this engagement for convenience upon providing days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured for 30 days after receipt of written notice describing the breach. Upon termination, the Service Provider shall be entitled to payment for services performed and expenses incurred through the effective date of termination and for any non-cancellable obligations.

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial and operational information disclosed by one party to the other in connection with this Proposal and marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence; (ii) not use Confidential Information other than to perform its obligations under this Proposal; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein. The receiving party shall use no less than reasonable care to protect Confidential Information.

Exceptions: Confidential Information does not include information that: (a) is or becomes generally known through no act or omission of the receiving party; (b) was in the receiving party's lawful possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Duration: The confidentiality obligations herein shall continue for a period of years following termination or expiration of this Proposal, except with respect to trade secrets which shall be protected for so long as they remain trade secrets.

Intellectual Property and Reporting

Ownership: Unless otherwise agreed in writing, pre-existing intellectual property of each party remains that party's property. Client will own final reports and deliverables produced specifically for the Client upon full payment, subject to the Service Provider's right to retain and use aggregated, anonymized findings and methodological tools developed prior to or independent of this engagement.

Representations, Warranties and Liability

Each party represents that it has the authority to enter into this Proposal. The Service Provider warrants that services will be performed in a professional manner in accordance with industry standards. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PROPOSAL EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS PROPOSAL, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY.

Governing Law

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes to the extent permitted by law.

Entire Agreement

This Proposal, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment will be effective unless in writing and signed by authorized representatives of both parties.

Administrative Details

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