Business Proposal Carbon Quest

BUSINESS PROPOSAL CARBON QUEST

This Business Proposal and Agreement (the Agreement) is entered into by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client desires to engage Service Provider to provide carbon accounting, emissions reduction planning, and related advisory services in connection with the project described below; and

WHEREAS, Service Provider represents that it has expertise and experience in greenhouse gas inventory, mitigation strategy design, and implementation oversight and is willing to perform such services under the terms set forth in this Agreement; and

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

PROJECT IDENTIFICATION

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount:

Payment Schedule:

Invoicing and Payment Terms: Service Provider will invoice Client in accordance with the Payment Schedule. All undisputed invoices are due and payable within days of receipt. Client shall pay approved invoices in cleared funds without set-off.

Late Payment: Any past due amount shall accrue interest at per month or the maximum rate permitted by law, whichever is lower, calculated monthly from the due date until paid.

TERM AND TERMINATION

Effective Date: . Term Commencement: Services under this Agreement shall commence on the Effective Date.

Termination Date / Completion Date: or upon earlier termination pursuant to this section.

Termination for Convenience: Either party may terminate this Agreement for convenience by delivering written notice to the other party at least days prior to the effective date of termination. Upon termination for convenience, Client shall pay Service Provider for all work performed and documented expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party from liability for obligations accrued prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, concerning business, operations, technical data, strategies, pricing, emissions data, calculations, and any work product prepared under this Agreement.

Obligations: The receiving party shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known other than through a breach of this Agreement; (ii) was already rightfully in the receiving party's possession; (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction and without breach of any obligation to the disclosing party.

Duration: The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets for which protection shall be maintained for so long as such information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY AND DATA

Ownership of Pre-Existing IP: Each party retains all right, title and interest in and to its pre-existing intellectual property. No rights are transferred except as expressly set forth herein.

Work Product: Subject to Client's payment obligations, Service Provider hereby grants Client a non-exclusive, non-transferable license to use deliverables produced under this Agreement for Client’s internal purposes. Service Provider may retain copies for record-keeping and regulatory compliance.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

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

Disputes: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved within thirty (30) days, either party may pursue any remedies available at law or in equity in the courts located in the chosen governing state.

ENTIRE AGREEMENT; AMENDMENTS

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

Amendments: No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in a writing signed by both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture or employer-employee relationship.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

NOTICES

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