CO3 Credits Document

CO3 Credits Document

Parties

Client Name:

Provider Name:

Recitals

WHEREAS, Provider develops, verifies and issues CO3 Credits (hereinafter "Credits") representing quantified reductions or removals of carbon-equivalent emissions in accordance with the standards and registry procedures agreed between the parties; and

WHEREAS, Client desires to acquire a specified quantity of Credits from Provider and Provider agrees to sell and transfer good and marketable title to those Credits upon the terms and conditions set forth in this CO3 Credits Document; and

WHEREAS, the parties intend that title to the Credits, and any obligations relating to registry transfer, retirement, or use restrictions, be governed by the terms of this agreement.

Scope of Credits and Delivery

Number of CO3 Credits to be transferred:

Payment Terms

Unit Price per Credit:

Total Purchase Price:

Late Payment: If any payment is not received within days of its due date, interest shall accrue at (or the maximum rate permitted by applicable law, if lower).

Transfer, Title and Registry

Title to Credits shall transfer to Client upon Provider's submission and confirmed acceptance of registry transfer and receipt of cleared payment as specified in the Payment Schedule. Provider represents and warrants that, at the time of transfer, the Credits will be free and clear of liens, encumbrances, and third-party claims.

Term and Termination

Effective Date:

Termination Date (if any):

Either party may terminate this agreement for material breach by the other party if such breach remains uncured for a period of days following written notice. In addition, either party may terminate upon days' prior written notice for convenience.

Confidentiality

Each party shall maintain in confidence all non-public business, technical and financial information disclosed by the other party 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"). Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided that the receiving party gives the disclosing party prompt written notice and, where permitted, reasonable assistance in seeking confidential treatment or a protective order.

Representations, Warranties and Indemnity

Provider represents and warrants that it has the full right, title and authority to sell and transfer the Credits described herein and that such Credits conform to the description set forth in this document. Provider shall defend, indemnify and hold Client harmless from and against any losses, liabilities, costs and expenses arising out of claims that Provider did not have good and marketable title to transferred Credits.

Client represents and warrants that it will use or retire Credits only in compliance with applicable law and the registry requirements. Client shall indemnify Provider for liabilities arising from Client's misuse of Credits or failure to pay amounts due under this agreement.

Limitation of Liability

Except for breaches of confidentiality, wilful misconduct, fraud, or indemnity obligations for third-party claims, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability shall be limited to the total amounts actually paid or payable by Client under this agreement for the specific Credits giving rise to the claim.

Notices

Governing Law and Dispute Resolution

This agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve any dispute through negotiation. If unresolved within days, disputes shall be finally resolved by binding arbitration in accordance with the parties' agreed procedures.

Entire Agreement; Amendments

This document, together with any exhibits and confirmed schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or obligations under this agreement without the prior written consent of the other party, except to an affiliate or successor in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations in writing.

Taxes and Duties: Unless otherwise stated, Client shall be responsible for any sales, value-added, withholding or other taxes arising from the purchase of Credits, excluding taxes based on Provider's net income.

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