Legal Double Counting Agreement

LEGAL DOUBLE COUNTING AGREEMENT

This Legal Double Counting Agreement (“Agreement”) is entered into on this day of , by and between Client Name: , an entity organized under the laws of , with principal address (“Party A”); and Client Name: , an entity organized under the laws of , with principal address (“Party B”).

RECITALS

WHEREAS, Party A and Party B are parties to transactions and reporting activities involving quantified mitigation outcomes, credits, offsets, or other units representing reductions or removals of greenhouse gas emissions or other measurable environmental attributes (collectively, “Units”);

WHEREAS, the parties intend to avoid double counting of the same Unit by ensuring that ownership, claims, reporting, and transfers are accounted for in a manner that prevents any Unit from being claimed, reported, or sold more than once by two or more parties;

WHEREAS, the parties wish to set forth their respective representations, obligations, controls, audit rights, and remedies with respect to Units covered by 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 have the meanings set forth below. “Unit” means any instrument, certificate, credit, offset, avoidance, removal or other recordable quantity representing a reduction, avoidance or removal of emissions or other environmental attribute. “Registry” means the ledger, registry, or tracking system in which Units are recorded. “Double Counting” means any circumstance in which more than one party asserts ownership of, reports, claims, transfers, or uses the same Unit or the same quantified environmental outcome for overlapping time periods, jurisdictional claims, or accounting purposes.

2. PURPOSE AND SCOPE

This Agreement governs all past and future Units that are identified in writing by the parties and listed in Schedule A below or otherwise designated in writing by the parties from time to time, and establishes the rules and procedures the parties will follow to prevent Double Counting in relation to such Units.

3. PROHIBITION ON DOUBLE COUNTING

Each party covenants and warrants that it shall not, directly or indirectly, assert ownership of, sell, transfer, retire, report, or otherwise cause to be accounted for any Unit in any registry, public statement, financial report, regulatory filing, or voluntary claim if doing so would result in Double Counting with respect to any Unit that has been or will be claimed, reported, or beneficially owned by the other party in accordance with this Agreement.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full authority to enter into this Agreement; (b) to its knowledge, it has not engaged in any conduct that would cause Double Counting as defined herein with respect to the Units covered by this Agreement; and (c) it will timely notify the other party in writing if it becomes aware of any act or omission that could reasonably be expected to result in Double Counting.

5. TRANSFERS, REGISTERS, AND REPORTING OBLIGATIONS

5.1 Each party shall ensure that any transfer, retirement, cancellation, or registration of Units in a Registry is recorded with such documentation and references as are necessary to identify the specific Unit(s) and to demonstrate that no Double Counting will result. Registration references shall include, where applicable, the Registry identifier, vintage year, serial or batch number, quantity of Units, and any transaction reference number.

5.2 If a party intends to transfer or list Units, it shall provide prior written notice to the other party at least days prior to such transfer, including full transaction details sufficient to identify the Units and to permit the other party to confirm that the Units are not the subject of any conflicting claim.

6. AUDIT AND VERIFICATION

6.1 Each party shall keep complete and accurate books, records, and supporting documentation relating to Units and shall permit the other party, or an independent third-party auditor engaged by the requesting party, to audit such records upon at least business days’ prior written notice during normal business hours.

6.2 Audit rights shall include access to transaction records, registry entries, correspondence with registries, and evidence of chain of custody for Units. Audit findings that reveal Double Counting shall give rise to the remedies set forth in Section 9 below.

7. REMEDIES; CORRECTION

If an audit or good-faith investigation determines that Double Counting has occurred, the responsible party shall, at its expense, promptly (a) correct registry entries to eliminate the Double Counting, (b) provide replacement Units acceptable to the non-breaching party, or (c) if replacement Units are not available, provide monetary damages sufficient to make the non-breaching party whole, including any reasonable costs incurred in participating in or responding to the audit or correction process.

8. CONFIDENTIALITY

Each party shall maintain as confidential any non-public commercial, technical, or financial information disclosed pursuant to this Agreement (including audit materials) and shall use such information only for purposes of implementing this Agreement. Confidential information shall not include information that was or becomes publicly available other than by breach of this Agreement.

9. INDEMNIFICATION

Each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party (the “Indemnified Party”) from and against any third‑party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach by the Indemnifying Party of its representations, warranties or covenants under this Agreement, including any Double Counting resulting from such breach.

10. LIMITATION OF LIABILITY

Except for liabilities arising from fraud, willful misconduct, gross negligence, or indemnity obligations under Section 9, neither party shall be liable to the other for special, consequential, incidental, punitive, or indirect damages arising out of this Agreement.

11. TERM AND TERMINATION

This Agreement shall commence on the effective date set forth above and continue until terminated by mutual written agreement of the parties or for convenience by either party upon days’ prior written notice; provided that the obligations and remedies set forth herein with respect to Units arising prior to termination shall survive termination for a period of years.

12. NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or to any other address designated in writing by a party in accordance with this Section. Notices are effective on receipt.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. A waiver of any breach shall not constitute a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of laws rules. 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, written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS PROVISIONS

15.1 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 in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee assumes all obligations hereunder.

15.2 Remedies Cumulative: Except as otherwise expressly provided, rights and remedies in this Agreement are cumulative and are in addition to any rights or remedies available at law or in equity.

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