Environmental Climate Proposal

ENVIRONMENTAL CLIMATE PROPOSAL

Party Identifiers & Date

Client Name:   Client Address:

Consultant Name:   Consultant Address:

Proposal Date:

Recitals

WHEREAS, Client seeks professional services to assess, plan and implement climate resilience, greenhouse gas reduction, and related environmental measures at Client facilities and operations; and

WHEREAS, Consultant possesses the experience, technical expertise, personnel, and qualifications to perform environmental and climate-related consulting services, including baseline greenhouse gas inventory, vulnerability assessment, mitigation strategy development, and implementation oversight; and

WHEREAS, the parties desire to set forth the scope, payment terms, schedule, confidentiality obligations, and other material terms under which Consultant will provide such services as described in this Proposal and Agreement.

Proposal Summary

This Environmental Climate Proposal (the "Proposal") describes the services to be performed, deliverables, schedule, and fees. Consultant will perform the services described below for Client in accordance with the terms and conditions set forth in this Proposal.

Scope of Work

Milestone 1 — Description:   Amount:

Milestone 2 — Description:   Amount:

Milestone 3 — Description:   Amount:

Payment Terms

Total Fee:

Payment Terms: Client shall pay invoices within days of invoice date. Unpaid amounts incur a late fee of % per month (or the maximum permitted by law), plus collection costs.

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for material breach shall be effective upon notice and a day opportunity to cure. Upon termination, Client shall pay Consultant for all services performed and reimbursable expenses incurred through the effective termination date.

Confidentiality

Each party acknowledges that, in connection with the services, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, customer, or operational information disclosed in any form. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Proposal, (b) restrict disclosure to employees, agents, and permitted subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement, and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care. Confidential Information does not include information that is (i) publicly known through no fault of the receiving party, (ii) independently developed without reference to the disclosing party's Confidential Information, or (iii) required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates with reasonable efforts to limit disclosure. Remedies at law may be inadequate; disclosing party may seek injunctive relief and any other remedies available at law or equity.

Intellectual Property & Use of Deliverables

Unless otherwise agreed in writing, Consultant grants Client a non-exclusive, non-transferable license to use deliverables provided under this Proposal for Client's internal business purposes. Consultant retains ownership of pre-existing intellectual property, methodologies, templates, and know-how. If deliverables incorporate third-party components, such components are subject to their respective licensing terms.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims arising out of or relating to this Proposal shall not exceed the total fees paid by Client to Consultant under this Proposal. In no event shall either party be liable for special, incidental, punitive, or consequential damages.

Governing Law

This Proposal and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

Entire Agreement

This Proposal, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. No amendment or modification is effective unless in writing and signed by both parties.

Acceptance

By signing below, the parties represent and warrant that they have authority to bind their respective organizations and accept the terms of this Proposal. This Proposal becomes effective upon the later of the signatures below.

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