Environmental Certification Agreement

ENVIRONMENTAL CERTIFICATION AGREEMENT

This Environmental Certification Agreement ("Agreement") is entered into as of Effective Date: by and between Certifier Name: with principal place of business at Certifier Address: ("Certifier"), and Certified Party Name: with principal place of business at Certified Party Address: ("Certified Party").

RECITALS

WHEREAS, Certifier provides independent assessment, testing, and certification services concerning environmental performance, compliance, and sustainability practices; and

WHEREAS, Certified Party seeks certification with respect to the Facility or Operations described below and desires to obtain a written certification attesting to conformity with the Standards specified herein; and

WHEREAS, Certifier has the requisite technical capabilities, personnel, and accreditation (to the extent applicable) to perform the inspection, testing, and certification services set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Standards" means the environmental requirements, performance criteria, protocols, or code specified in Section 2 and any annexes, including any referenced technical guidance and measurement thresholds.

"Facility" means the site, sites, operations or processes identified for assessment: Facility Description:

2. CERTIFICATION SCOPE AND STANDARDS

2.1 Scope. Certifier shall evaluate the Facility against the Standards and issue a Certification Statement when, in Certifier's professional judgment, the Facility meets the applicable Standards. The scope of certification includes the elements selected below:

Applicable Standards (check all that apply): Emissions compliance and control standards Waste management and reduction standards Water use and discharge standards Energy efficiency and greenhouse gas reduction standards Supply chain environmental due diligence Other:

2.2 Certification Period. The certification, if issued, shall be effective for the Certification Period commencing on Start Date: and expiring on End Date: , unless earlier suspended or revoked pursuant to Section 7.

3. CERTIFIER OBLIGATIONS

3.1 Performance of Services. Certifier shall perform inspections, sampling, testing, and document review in a professional and workmanlike manner consistent with industry standards and applicable technical methods. Certifier shall prepare a written Certification Report documenting findings and conclusions.

3.2 Impartiality and Independence. Certifier represents that it shall act impartially and that no undisclosed financial interest or relationship exists that would reasonably be expected to affect impartiality. Certifier shall disclose any potential conflicts to Certified Party promptly in writing.

4. CERTIFIED PARTY OBLIGATIONS

4.1 Access and Cooperation. Certified Party shall provide Certifier and its authorized representatives with access to the Facility, personnel, records, and sampling locations, and shall cooperate in arranging site inspections and testing. Failure to provide access constitutes a material breach.

4.2 Accuracy of Information. Certified Party warrants that all information, data and documents submitted to Certifier are accurate and complete to the best of its knowledge. Certified Party shall promptly notify Certifier of any material change in operations or conditions that could affect certification.

5. REPRESENTATIONS, WARRANTIES AND CERTIFICATION

5.1 Certifier Representation. Certifier represents that any Certification Statement issued will be based on the data and observations available at the time of assessment and will reflect Certifier's professional determination regarding conformity with the Standards.

5.2 Certified Party Warranty. Certified Party hereby certifies and warrants that, as of each assessment, it is in compliance with the Standards set forth in Section 2 for the matters being certified, subject to any limitations expressly stated in the Certification Report.

6. INSPECTION, MONITORING AND AUDIT

6.1 Right to Inspect. Certifier shall have the right to conduct follow-up inspections and unannounced audits during the Certification Period to verify ongoing compliance. Certified Party shall allow access within Reasonable Notice Days: days, except in cases of emergency.

6.2 Corrective Actions. If nonconformities are identified, Certifier may require a corrective action plan and verify implementation. Failure to timely implement corrective actions may result in suspension or withdrawal of certification.

7. FEES, INVOICING AND PAYMENT

7.1 Fees. Certified Party shall pay Certifier the Fees specified below for certification services and any agreed-upon travel, sampling and laboratory costs:

7.2 Payment Terms. Invoices are due within Payment Terms (days): days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

8. TERM, SUSPENSION AND TERMINATION

8.1 Term. This Agreement shall commence on the Effective Date and continue through the last day of the Certification Period unless earlier terminated as provided herein.

8.2 Suspension and Withdrawal. Certifier may suspend or withdraw Certification if Certified Party materially fails to comply with the Standards, fails to implement corrective actions, or otherwise breaches material obligations under this Agreement. Certifier shall provide written notice describing the basis for suspension or withdrawal and any required corrective actions.

8.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice. Termination shall not relieve Certified Party of its obligation to pay fees for services performed prior to termination.

9. LIABILITY AND INDEMNIFICATION

9.1 Limitation of Liability. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. CERTIFIER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CERTIFIED PARTY TO CERTIFIER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2 Indemnification. Certified Party shall indemnify, defend and hold harmless Certifier and its officers, directors and employees from and against any third-party claim arising from Certified Party's negligence, breach of warranty, misrepresentation of information to Certifier, or failure to comply with applicable laws in relation to the matters being certified.

10. CONFIDENTIALITY

10.1 Treatment of Information. Each party shall treat the other's Confidential Information as confidential and shall not disclose it to third parties except as required by law or as necessary for the performance of this Agreement, provided that the receiving party uses at least the same degree of care as it uses to protect its own confidential information.

10.2 Exceptions. Confidential Information does not include information that is (a) publicly available other than by breach of this Agreement, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the other party's Confidential Information.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or such other address as a party may designate by written notice).

12. AMENDMENTS, WAIVER AND COUNTERPARTS

12.1 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right. Any waiver must be in writing.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically or by facsimile shall be effective as originals.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.3 Entire Agreement. This Agreement, including any schedules and annexes, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral.

MISCELLANEOUS

The parties acknowledge that any Certification Statement issued by Certifier is a professional opinion based on the Standards and data available at the time of assessment and that Certifier is not providing legal, regulatory or other advisory services beyond the scope of this Agreement unless expressly agreed in writing.

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