Business GHG Document

BUSINESS GHG AGREEMENT

This Business Greenhouse Gas Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: with primary address:

and Service Provider Name: with primary address:

RECITALS

WHEREAS, Client Name desires to obtain a greenhouse gas (GHG) inventory, emissions baseline, reduction strategy, and related advisory services for the facilities and operations identified in the Scope of Work, and desires to retain Service Provider to provide such services under the terms set forth herein; and

WHEREAS, Service Provider represents that it possesses the technical expertise, personnel, methodologies, and tools required to prepare, quantify, analyze and advise on corporate GHG inventories, assurance-ready documentation, and emissions reduction strategies in accordance with accepted GHG accounting protocols and industry practice; and

WHEREAS, the parties desire to set forth in this Agreement the respective rights and obligations of each party with respect to the provision, acceptance, payment for, confidentiality of, and legal governance of the Services.

SCOPE OF WORK

Service Provider shall perform the services described below and any agreed variations (collectively, the "Services"). The Services will include, at minimum, the items checked and the detailed description provided by the parties.

Inventory of Scope 1 emissions
Scope 2 emissions accounting (location- and market-based as applicable)
Scope 3 emissions screening and prioritized assessment
Emissions reduction targets and implementation roadmap
Preparation of documentation for third-party verification or assurance

PAYMENT TERMS

Client shall pay Service Provider the compensation set forth below in consideration for the Services rendered in accordance with this Agreement. All amounts are payable in lawful money of the applicable jurisdiction and exclusive of taxes unless otherwise stated.

Unless otherwise agreed in writing, amounts not paid when due shall accrue interest at the rate specified in the Late Payment Fee field above and Client shall reimburse Service Provider for reasonable collection costs, including legal fees. Service Provider may suspend performance on account of unpaid invoices following written notice and a ten (10) day opportunity to cure.

TERM AND TERMINATION

The term of this Agreement commences on Start Date: and, unless earlier terminated in accordance with this Section, shall continue until End Date: or until completion of the Services.

Either party may terminate this Agreement for material breach by the other party upon thirty (30) days' prior written notice specifying the nature of the breach, provided that the breaching party fails to cure such breach within the notice period. Either party may terminate immediately for insolvency, bankruptcy, or appointment of a receiver for the other party. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other in any form that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, emissions data, calculations, underlying methods and assumptions, and commercially sensitive technical or financial information.

Each recipient of Confidential Information shall (a) use the same degree of care to protect Confidential Information as it uses to protect its own confidential information of a similar nature but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt written notice and, to the extent permitted, an opportunity to seek protective measures.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality obligations, neither party shall be liable to the other for consequential, incidental, punitive, or special damages. Each party agrees to indemnify and hold the other harmless from third-party claims arising from its breach of this Agreement or from its negligent or willful acts in connection with performance hereunder, subject to any limitations set forth in this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws rules.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with all appendices and written statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices required under this Agreement shall be in writing and delivered to the primary addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

The parties acknowledge that Service Provider may rely on data, representations and access provided by Client. Client warrants the accuracy and completeness of such data to the best of its knowledge and agrees to provide timely access to personnel, records and facilities reasonably necessary for the performance of the Services.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives.

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