Business Services CarbonQuest Document

Business Services CarbonQuest Document

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

Recitals

WHEREAS, Service Provider is engaged in the business of providing carbon accounting, advisory, emissions reduction planning and related business services under the brand CarbonQuest and possesses the expertise, personnel and systems necessary to perform such services for the Client; and

WHEREAS, Client desires to retain Service Provider to perform certain services to measure, analyze and advise on Client's greenhouse gas emissions, mitigation opportunities and reporting obligations, and Service Provider is willing to provide such services on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that data transferred between them and results produced pursuant to this Agreement be used solely in furtherance of Client's stated sustainability objectives and in compliance with applicable law.

Scope of Work

Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner consistent with industry practice. Deliverables shall include documented emissions inventories, methodology notes, recommended mitigation measures and, where agreed, templates for reporting. Any change in the scope of Services shall be documented in a written amendment signed by both parties.

Payment Terms

Client shall pay invoices within the period stated in the Payment Schedule. Fees are exclusive of applicable taxes unless otherwise agreed in writing. Reimbursable expenses will be invoiced monthly and are payable under the same terms as fees. In the event of late payment, Service Provider may suspend performance after providing ten (10) days' written notice and shall be entitled to recover collection costs, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach of its terms if such breach remains uncured thirty (30) days after written notice specifying the breach. Either party may terminate for convenience upon the Notice Period set forth above. Termination shall not relieve Client of its obligation to pay for Services performed and costs incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (a) hold Confidential Information of the other in strict confidence, (b) use such Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose it to any third party except to employees, agents or permitted subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party or is required to be disclosed by law, regulation or valid order of a court of competent jurisdiction, provided the disclosing party is given prompt notice to seek protective relief.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state identified above, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, together with any written attachments or amendments signed by both parties, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Representations and Compliance

Each party represents that it has the full power and authority to enter into this Agreement and perform its obligations. Service Provider represents that its performance will comply with applicable laws and regulations. Client shall provide accurate information and access to personnel and facilities as reasonably necessary for Service Provider to perform the Services.

Contact and Notice

Acknowledgment

The undersigned each warrant that they are authorized to execute this Agreement on behalf of the respective party and acknowledge that electronic signatures or scanned counterparts shall be effective and binding as original signatures.

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