Business ESG Report

BUSINESS ESG REPORT

This Business ESG Report Agreement (the Agreement) is entered into as of between Client Name: and Consultant Name: .

WHEREAS

WHEREAS, Client operates a business for which Client desires an independent assessment of environmental, social and governance practices and performance; and Consultant has represented that Consultant possesses the expertise and resources to prepare a Business ESG Report in accordance with the terms set forth in this Agreement.

WHEREAS, the parties intend that the Consultant's work will identify material ESG topics, specify data sources and methodologies, and produce documented findings and recommendations to support Client's internal governance and external reporting obligations.

WHEREAS, the parties agree the Consultant will prepare the Business ESG Report as described in the Scope of Work and Deliverables below and will be paid by Client in accordance with the Payment Terms.

ENGAGEMENT

Consultant is engaged to perform professional services described in this Agreement and any attachments. Consultant will exercise reasonable skill and care consistent with prevailing industry practice for similar ESG assessments. The parties agree that Consultant's work is advisory in nature and any decisions taken by Client based on the Report are Client's sole responsibility.

SCOPE OF WORK

From: To:

Environmental assessment and materiality analysis
Social assessment, stakeholder engagement summary
Governance review and board oversight analysis
KPI identification and targets
Data sources, methodology and assurance recommendations
Policy and implementation recommendations

PAYMENT TERMS

Client shall pay Consultant the fees set forth below in consideration for the Services and Deliverables. All fees are exclusive of applicable taxes and expenses unless otherwise stated.

Invoices shall be payable within days of invoice date. Late payments shall accrue interest at a rate of on the outstanding balance, and Client shall reimburse Consultant for reasonable collection costs.

TERM AND TERMINATION

The term of this Agreement begins on and ends on unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure within 15 days of receiving written notice of such breach. Upon termination, Client shall pay Consultant for services performed and expenses incurred through the termination date.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means non-public information disclosed by either party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Consultant shall: (i) keep Confidential Information strictly confidential; (ii) use Confidential Information solely to perform the Services; and (iii) limit disclosure of Confidential Information to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known to the recipient prior to disclosure; (c) was rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information. The obligations in this section shall survive termination for a period of five (5) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY; USE OF REPORT

Consultant retains all intellectual property rights in methodologies, tools, templates and analyses developed or used in providing the Services. Upon full payment of fees, Consultant grants Client a non-exclusive, non-transferable license to use the final Business ESG Report for internal governance and external reporting by Client. Any public release or distribution of the Report shall require prior written consent of Consultant, which shall not be unreasonably withheld where such release is necessary for Client's regulatory or investor reporting obligations; in those cases, Client shall provide Consultant with prior notice and the opportunity to review for factual accuracy.

LIMITATION OF LIABILITY

Consultant's liability for damages under or in connection with this Agreement shall be limited to direct damages and in no event shall exceed the total fees paid by Client to Consultant under this Agreement. Neither party shall be liable for consequential, incidental, indirect or punitive damages. This limitation shall not apply to liability arising from willful misconduct or gross negligence.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the same state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and accepted statements of work, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses provided above by hand delivery, certified mail, or recognized overnight courier and shall be deemed given upon receipt.

REPRESENTATIONS

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the execution and delivery of this Agreement have been duly authorized by all necessary corporate or other action.

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