Business ESG Scope Template

BUSINESS ESG SCOPE TEMPLATE

This Business ESG Scope Template (the Agreement) is made effective as of by and between:

WHEREAS

WHEREAS, Client seeks to evaluate, design and implement environmental, social and governance initiatives reasonably tailored to Client's business operations and reporting objectives; and

WHEREAS, Consultant represents that it has expertise in ESG strategy, data collection, stakeholder engagement and reporting frameworks and is willing to perform the services set forth herein in accordance with professional standards; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Consultant shall perform the services described below (the Services). Consultant will exercise commercially reasonable efforts to deliver the Services in accordance with the schedule and deliverables set forth in this Scope. Services may include assessment, target setting, data collection, stakeholder engagement, governance review, policy development, training and production of ESG reports.

Environmental assessment and footprinting    Social impact assessment and stakeholder engagement    Governance review and board reporting   

Materiality assessment    Target setting and KPIs    Reporting framework alignment (e.g., sustainability report)   

TIMELINE AND MILESTONES

Commencement Date:    Completion Target Date:

PAYMENT TERMS

Client shall pay Consultant the fees set forth below in consideration for the performance of the Services. All amounts are exclusive of any taxes, which shall be Client's responsibility unless required to be withheld by law.

Late Payment: Amounts not paid within days of invoice due date shall accrue interest at per month (or the maximum rate permitted by law, if lower). Client shall also reimburse Consultant for reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on the Commencement Date and continue until the Completion Target Date unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach is not cured within days after written notice. Upon termination, Client shall pay Consultant for Services performed and reasonable costs incurred through the termination date.

CONFIDENTIALITY

"Confidential Information" means any non-public, proprietary or business information disclosed by one party to the other, whether oral, written or in any other form, 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 excludes information that is or becomes publicly available through no fault of the receiving party, already known by the receiving party without restriction, lawfully received from a third party without obligation of confidentiality, or independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information except to perform its obligations under this Agreement, and (iii) limit dissemination to employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, provided that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

If disclosure is compelled by law or valid legal process, the receiving party shall provide prompt written notice to the disclosing party (to the extent permitted) and cooperate in any lawful effort to obtain confidential treatment or a protective order.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Consultant retains ownership of its pre-existing intellectual property, methodologies and tools. Upon full payment of fees due hereunder, Consultant grants Client a non-exclusive, non-transferable license to use deliverables prepared specifically for Client for its internal business purposes. Any third-party materials incorporated in deliverables shall be subject to their respective licenses, and Consultant shall notify Client of any such restrictions prior to delivery.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to principles of conflict of laws. The parties submit to the personal jurisdiction of the courts located in that jurisdiction for any dispute arising out of or relating to this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any attached statements of work or schedules, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Consultant may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Independent Contractor: Consultant is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture or employment relationship between the parties.

Remedies: The parties acknowledge that breach of confidentiality or misuse of intellectual property would cause irreparable harm for which monetary damages may be inadequate; accordingly, the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies at law or in equity.

NOTICES

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