Environmental Climate Action Group

Environmental Climate Action Group — General Business Agreement

This General Business Agreement (the "Agreement") is entered into as of the Effective Date by and between the parties identified below for the purpose of defining the terms under which services related to environmental and climate action will be provided.

Parties

Client Name:

Nonprofit Corporation LLC Other

Service Provider Name:

Nonprofit Corporation LLC Other

WHEREAS

WHEREAS, Client is engaged in programs and initiatives to reduce greenhouse gas emissions, increase climate resilience, and promote sustainable practices; and

WHEREAS, Service Provider possesses the expertise, personnel, and resources to provide consulting, project development, research, and/or implementation services in furtherance of Client's climate objectives; and

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

Scope of Work

The Provider shall perform the tasks described in the Scope of Work with due professional care and in accordance with industry standards for environmental consulting and project implementation. Deliverables, milestones, and acceptance criteria shall be as set forth in the Scope of Work or as otherwise mutually agreed in writing.

Payment Terms

Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, plus a one-time administrative late fee of .

Unless otherwise stated, fees do not include applicable taxes. Client shall reimburse Provider for pre-approved reasonable expenses incurred in carrying out the Scope of Work upon submission of itemized receipts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver all work in progress and allow Client reasonable access to work product. Client shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination, including any non-cancellable obligations.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party (the "Discloser") to the other party (the "Recipient") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was in Recipient’s possession prior to disclosure as evidenced by written records; (c) is rightfully obtained by Recipient from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need the information to perform obligations under this Agreement and who are bound by confidentiality obligations at least as protective as those herein.

Notwithstanding the foregoing, Recipient may disclose Confidential Information to the extent required by law, regulation, or valid court order, provided Recipient gives Discloser prompt written notice and cooperates with reasonable efforts (at Discloser's expense) to obtain confidential treatment or a protective order.

Intellectual Property and Work Product

Unless otherwise expressly agreed in writing, Provider retains ownership of pre-existing intellectual property and methodologies. Client shall receive a perpetual, non-exclusive, royalty-free license to use deliverables provided under this Agreement solely for Client's internal purposes. Any open-source or third-party materials used in deliverables shall be licensed consistent with their respective licenses.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any claims, liabilities, losses, and expenses arising from the indemnifying party's gross negligence or willful misconduct in performing this Agreement. Except for claims arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total amount actually paid by Client to Provider under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this Agreement.

Notices

Entire Agreement; Amendments

This Agreement 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. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or acquisition provided that such successor assumes the obligations of the assigning party. The parties are independent contractors and nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship.

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