Environmental GHG Reporting

ENVIRONMENTAL GHG REPORTING AGREEMENT

This Environmental GHG Reporting Agreement (the "Agreement") is entered into as of by and between:

Client Name:

Client Address:

Contractor Name:

Contractor Address:

RECITALS

WHEREAS, Client operates facilities or activities that produce greenhouse gas (GHG) emissions and requires a comprehensive inventory, analysis, and formal reporting of such emissions in accordance with accepted accounting methodologies for GHG quantification; and

WHEREAS, Contractor represents that it has the technical expertise, personnel, and systems required to collect data, calculate emissions, perform quality assurance and peer review, and prepare formal GHG reports and related documentation; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, Client and Contractor agree as follows.

SCOPE OF WORK

Contractor shall perform the services described in this Section and any additional scope agreed in writing. Services shall include, at a minimum, data collection, emissions calculation, quality assurance and verification activities, preparation of formal GHG reports, and delivery of supporting documentation and electronic datasets.

REPORTING REQUIREMENTS & DELIVERABLES

Reporting Period Start:    Reporting Period End:

Applicable Scopes (check all that apply): Scope 1 (Direct emissions) Scope 2 (Indirect emissions from purchased energy) Scope 3 (Other indirect emissions)

Methodology / Protocol to be used:

PAYMENT TERMS

Compensation: Client shall pay Contractor the aggregate amount of $ for the services described herein, subject to adjustments for changes in scope approved in writing.

Late Payment: Any undisputed invoice not paid within days of receipt shall accrue interest at a rate of , or the maximum permitted by law, whichever is less.

Invoices shall be submitted in writing and shall include sufficient detail to substantiate charges. Client may withhold payment only for reasonable disputes in good faith pending resolution.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In addition, either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Contractor shall deliver all completed work, work-in-progress, and any materials necessary for Client to resume or complete reporting. Client shall pay Contractor for services performed through the effective date of termination, subject to any setoffs for breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, operational, technical, or financial information disclosed by one party to the other in connection with this Agreement, including data, emission calculations, methodologies, and supporting documentation.

Obligations: Each party shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) restrict disclosure to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Standard exceptions apply for information that is independently developed, publicly known without breach, lawfully received from a third party, or required to be disclosed by law or regulation, provided prompt notice is given to the disclosing party when disclosure is compelled.

Remedies: The parties acknowledge that disclosure or misuse of Confidential Information would cause irreparable harm for which monetary damages may be inadequate; accordingly, the disclosing party is entitled to seek injunctive relief in addition to any other remedies.

DATA QUALITY, REPRESENTATIONS, AND INDEMNIFICATION

Data Accuracy: Contractor represents that calculations and reports shall be prepared in accordance with the stated methodology, with commercially reasonable skill and care. Client represents that it will provide timely, complete, and accurate source data and access to facilities and personnel as reasonably required.

Indemnification: Contractor shall indemnify, defend, and hold Client harmless from and against losses, liabilities, damages, and costs arising from Contractor's negligent acts, omissions, or willful misconduct in the performance of the services, including materially incorrect reporting or misuse of confidential data. Client shall indemnify Contractor for claims arising from inaccurate source data provided by Client or Client's breach of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. Venue for any dispute shall lie exclusively in the state or federal courts located within that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate in writing, and shall be effective upon personal delivery, confirmed delivery by overnight courier, or three (3) days after deposit with the postal service by certified mail.

MISCELLANEOUS PROVISIONS

Subcontracting and Assignment: Contractor may not assign or subcontract the performance of material obligations under this Agreement without Client's prior written consent, which shall not be unreasonably withheld.

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

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