Sustainability Report Template

SUSTAINABILITY REPORT TEMPLATE AND SERVICES AGREEMENT

This Sustainability Report Template and Services Agreement (the "Agreement") is entered into as of Effective Date:

RECITALS

WHEREAS, Client seeks to prepare a formal sustainability report documenting environmental, social and governance performance, targets, metrics and methodologies for the Report Period specified below; and

WHEREAS, Provider is qualified to prepare sustainability reporting materials and templates, to perform data collection and assurance-ready preparation of disclosures in accordance with applicable reporting frameworks agreed by the parties; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms and legal provisions governing Provider’s preparation and delivery of the sustainability report and template materials.

REPORT IDENTIFIERS

Report Title:

Report Period Start:    Report Period End:

SCOPE OF WORK

Provider will prepare a Sustainability Report Template and related deliverables for Client. The primary deliverables and work to be performed include drafting report content, assembling data tables, developing methodology statements, and preparing an executive summary and appendices as applicable. Provider will use reasonable professional care in compiling information supplied by Client, consistent with recognized reporting practices.

Standard sections to be included in the template (select those required and provide notes):

REPORTING FRAMEWORKS AND ASSURANCE

Selected reporting frameworks (check all that apply). Provider will align content and indicators to selected frameworks to the extent practicable.

GRI (Global Reporting Initiative)    SASB    TCFD    Other:

PAYMENT TERMS

Total Fee:    Currency:

Late Fee / Interest: If Client fails to pay amounts when due, unpaid amounts shall accrue interest at an annual rate of % per month (or maximum permitted by law), plus reasonable collection costs.

Expenses: Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in performance of the Services upon presentation of supporting documentation.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for material breach shall be permitted on days' notice and failure to cure. Upon termination, Provider shall deliver work in progress and Client shall pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party agrees that all non-public, proprietary or confidential information disclosed by one party to the other in connection with this Agreement ("Confidential Information") shall be held in strict confidence and used only for the purposes of performing obligations under this Agreement. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

The foregoing obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain subject to protection for as long as they qualify as trade secrets.

INTELLECTUAL PROPERTY

Provider retains ownership of methodologies, templates, tools and proprietary analyses developed prior to or independently of this Agreement. Subject to full payment, Provider grants Client a non-exclusive, non-transferable license to use delivered report templates and materials for Client’s internal reporting and communications. Any third-party materials or licensed content are subject to applicable third-party terms.

LIMITATION OF LIABILITY

To the extent permitted by law, Provider’s aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement. Neither party shall be liable for incidental, consequential, special or punitive damages. Nothing in this clause shall limit liability for intentional misconduct or gross negligence where prohibited by applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be resolved by binding arbitration as agreed by the parties, or by courts located in the governing jurisdiction if arbitration is not pursued.

ENTIRE AGREEMENT

This Agreement, including any attachments and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

REPRESENTATIONS AND CERTIFICATIONS

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Client represents that data and information provided to Provider is accurate to the best of Client’s knowledge and that Client has rights to disclose such information for the purposes set forth herein.

NOTICES

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