Carbon Management Contract

CARBON MANAGEMENT CONTRACT

This Carbon Management Contract (the "Contract") is made and entered into as of Effective Date: by and between Client Name: , principal place of business at (hereinafter "Client"), and Service Provider Name: , principal place of business at (hereinafter "Provider"). Client and Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of delivering carbon management services, including greenhouse gas measurement, monitoring, reporting, verification, and development or facilitation of carbon credit instruments;

WHEREAS, Client desires to procure from Provider certain carbon management services to measure, reduce, and/or monetize greenhouse gas emissions and to document such activities consistent with industry-standard measurement and verification protocols;

WHEREAS, Provider represents that it has the necessary expertise, personnel, methodologies, and certifications to perform the Services set forth in this Contract;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Contract shall have the meanings set forth below. Additional defined terms appear in the text where used.

"Baseline Emissions" means the greenhouse gas emissions level against which reductions shall be measured, as established in Section 4 and quantified as:

"Services" means the tasks described in Section 2, including Measurement, Reporting and Verification activities, project implementation support, registry coordination, and preparation of documentation necessary to generate Carbon Credits.

2. SCOPE OF SERVICES

Provider shall perform the Services described in this Section and in any Work Orders issued pursuant to this Contract. Services shall include, without limitation:

(a) Development of an emissions inventory and Baseline Emissions estimate for the Project(s); (b) preparation and execution of a Measurement, Reporting and Verification (M&V) plan consistent with the Measurement Protocol: ; (c) coordination of third‑party verification and certification; (d) registration and listing of eligible Carbon Credits on Registry: ; and (e) transfer or retirement of Carbon Credits in accordance with Section 5.

3. PERFORMANCE STANDARDS

Provider shall perform the Services in a professional and workmanlike manner, using personnel with appropriate qualifications and in accordance with applicable industry standards. Provider shall comply with the Measurement Protocol and any applicable laws, regulations, and registry rules. Provider warrants that the Services will materially conform to the specifications described in this Contract.

4. MEASUREMENT, REPORTING AND VERIFICATION (M&V)

Provider shall establish and implement an M&V plan to quantify emissions reductions and removals. The Parties agree that verification shall be performed by an independent, accredited verifier at a frequency of: . Verification shall conform to the Measurement Protocol and any requirements of the Registry.

Client shall provide Provider with access to facilities, records, personnel, and instruments reasonably necessary to perform M&V activities. Provider shall maintain measurement records for a period of at least years following completion of Services.

5. CARBON CREDITS; OWNERSHIP AND TRANSFER

Unless otherwise agreed in writing in a Work Order, ownership of any Carbon Credits issued as a direct result of activities performed under this Contract shall be allocated as follows:

Client Ownership Percentage: %

Provider shall facilitate registration, issuance, and, if applicable, transfer of Carbon Credits on the Registry in accordance with Registry rules and only upon receipt of all payments due to Provider under Section 6. Provider shall not sell, pledge or otherwise encumber Carbon Credits owned by Client without Client's prior written consent.

6. FEES AND PAYMENT

Client shall pay Provider the fees set forth in the applicable Work Order(s). For baseline M&V and initial registration, the fee shall be: USD. Recurring verification fees shall be: USD per verification cycle.

Payment terms: invoices are due within days of receipt unless otherwise agreed. Late payments shall accrue interest at a rate of . Expenses reasonably incurred by Provider in performance of Services shall be reimbursed by Client upon submission of documentation.

7. RECORDS, AUDIT RIGHTS AND ACCESS

Provider shall keep reasonably detailed records of all measurements, calculations, certificates, and other documentation supporting Carbon Credits. Client shall have the right, upon reasonable prior notice and during normal business hours, to audit Provider's records relating to the Services for a period of years. Any material discrepancy discovered in an audit shall be remediated promptly, and Provider shall bear costs for audits revealing noncompliance exceeding materiality of .

8. CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose the other Party's Confidential Information except as required by law or as necessary to perform the Services. "Confidential Information" includes nonpublic business, technical, and financial information disclosed by one Party to the other. Confidentiality obligations shall survive termination of this Contract for a period of years.

9. INTELLECTUAL PROPERTY

Except as expressly provided herein, each Party retains all right, title and interest in and to its preexisting intellectual property. Provider grants to Client a nonexclusive, royalty‑free, worldwide license to use deliverables created specifically for Client under this Contract for Client's internal purposes. Provider retains ownership of proprietary methodologies, templates, and tools used in performing the Services.

10. LIABILITY, INDEMNITY AND INSURANCE

Each Party shall be liable for its negligent acts or omissions and shall indemnify the other Party from third‑party claims arising out of such acts or omissions. Provider's aggregate liability under this Contract for direct damages shall not exceed the total fees paid by Client to Provider under the applicable Work Order giving rise to the claim, except that such limitation shall not apply to liability resulting from wilful misconduct or gross negligence. Provider shall maintain insurance customary for its industry, including professional liability and commercial general liability, in commercially reasonable amounts.

11. TERM AND TERMINATION

This Contract shall commence on the Effective Date and continue for an initial term of years, unless earlier terminated in accordance with this Section. Either Party may terminate this Contract for material breach by the other Party if the breach remains uncured for a period of days after written notice. Termination shall not relieve either Party of obligations accrued prior to termination, including payment obligations.

12. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, acts of government, strikes, or interruption of utilities. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to mitigate the effects of the force majeure event.

13. ASSIGNMENT AND SUBCONTRACTING

Neither Party may assign its rights or obligations under this Contract without the prior written consent of the other Party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning Party's obligations. Provider may engage subcontractors provided Provider remains responsible for performance of the Services and for compliance with this Contract.

14. NOTICES

All notices required or permitted under this Contract shall be in writing and delivered to the addresses below (or to such other address as a Party may designate by notice). Notices are effective upon delivery.

15. GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the jurisdiction of: , without regard to conflict of law principles.

16. ENTIRE AGREEMENT

This Contract, together with all Work Orders and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral.

17. SEVERABILITY

If any provision of this Contract is determined to be invalid, illegal or unenforceable, such provision shall be severed from this Contract and shall not affect the validity or enforceability of the remaining provisions.

18. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Contract shall be valid unless in writing and signed by both Parties. No waiver of any breach shall be effective unless in writing. This Contract may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

19. MISCELLANEOUS

Change in Law: If after the Effective Date a change in applicable law materially increases the cost or materially impairs the ability of a Party to perform its obligations, the Parties shall negotiate in good faith an equitable adjustment to the affected obligations. Taxes: each Party is responsible for its own taxes arising from this Contract except as otherwise expressly provided.

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