Emission Reductions Purchase and Payment Agreement
(" Agreement")
PARTIES:
[INSERT NAME OF THE LAND OWNER] ("Land Owner")
-and-
[INSERT NAME OF YOUR COMPANY] ("Company")
(Hereinafter referred to together as "Parties" and individually as "Party")
RECITALS:
i. WHEREAS, the Company is a Carbon service provider, private businesses,
independent of any government, and is in the business of assisting farmers
and land managers/owners to participate in the Emissions Reduction;
ii. WHEREAS, the Land Owner is a farmer and is the registered and/or
beneficial owner of land title number [insert the title number] and desire to
enter into this Agreement to set forth the terms and conditions upon which the
Parties will provide certain ongoing services to each other as described
herein.
iii. WHEREAS the landowner is required to deliver verified emissions reductions
as per the terms of this agreement.
NOW, THEREFORE, and in consideration of the mutual covenants, rights, and
obligations set forth in this Agreement, the benefits to be derived therefrom, and other
good and valuable consideration, the receipt and the sufficiency of which are hereby
acknowledged, the Parties agree as follows:
ARTICLE 1: PROGRAM DETAILS AND DEFINITION OF TERMS
1. The Company is a carbon service provider and is providing this contract to a
landowner who is located in Africa, specifically [insert country] in the project
known as [insert name of the project]. The Purpose of the project is a mix of
carbon farming and Emission Reductions Payment.
2. In this Project, Carbon Farming referrers to farm approach to optimizing carbon
capture on working landscapes by implementing practices that are known to
improve the rate at which CO 2 is removed from the atmosphere and stored in
plant material and/or soil organic matter which the Company has extensive
expertise in.
3. On the other hand, this Agreement is a legally binding contract that allows the
Land Owner to deliver verified carbon credits to the Company upon the terms
and conditions set forth.
ARTICLE 2: COMPANY’S OBLIGATIONS
1. The Company agrees to use its professional knowledge and skill to assist the
Landowner in;
1.1 Entirely funding the process of certification and validation with the certification
authority (carbon credit)
1.2 Assisting the Landowner in Registering the carbon credit under Company’s
account.
1.3 Assisting the Landowner in selling Carbon Credit to companies and investors.
1.4 Ensuring to Reverse a share of the earnings to the landowners as per the
terms of this agreement.
2. The Company further agrees to provide the Services in a professional and
diligent manner consistent with generally recognized industry standards and
good commercial practice, using efforts comparable to those customarily used for
similar services.
3. The Company shall comply with and give all notices required by, all laws and
regulations applicable to the Services, including all laws and regulations related
to (i) anti-bribery and corruption, and (ii) data protection.
4. Any services outside of the scope as defined in Services will require a new
Agreement for other services, agreed to by the Parties.
ARTICLE 3: LANDOWNER’S OBLIGATIONS
1. The Landowner shall manage the land and forest in order to decrease
greenhouse gas emissions from deforestation and degradation and increase
carbon sequestration on the land known as [insert title number].
2. The landowner shall manage the said piece of land to reduce the risk of forest
loss due to fire, insects, or plant disease as provided in the Project Plan.
3. On the [Insert date] and each such date thereafter (the “delivery date”) up until
the [Insert date] (the “agreement term”), the Landowner shall deliver all the
Verified Emissions Reductions (VER) issued to the project as per the terms of
this agreement.
4. The Landowner shall not create or permit to exist any claim or encumbrance over
the land, the Emission Reductions or the VER that are the subject of this
agreement.
ARTICLE 4: TERM
1. This Agreement shall be effective on the date hereof and shall continue for 10
years from the date hereof and subject to renewal for a further 5 years, unless it
is earlier terminated in accordance with the terms of this Agreement.
2. The Company may terminate this Agreement at any given time upon 1 year
written notice to the Client.
3. Either Party may by notice in writing forthwith terminate the Agreement if the
other Party becomes bankrupt or makes any composition or arrangement with
his creditors or has a winding up order made or (except for the purposes of
reconstruction) a resolution for voluntary winding up is passed or a receiver or
manager of its business or undertaking is duly appointed or possession is taken
by or on behalf of any creditor of any property the subject of a charge.
ARTICLE 3: FEES
1. In consideration for the full, prompt, and delivery of the Land for the purposes of
the project and adherence to the terms and conditions of this agreement, the
Company shall pay the Landowner an amount ("Fee") of USD [insert amount] for
the delivery and use of his land for the purposes of this agreement, payable in
accordance with the following schedule 1 year after the credit registration, then
payment every year during the term of the contract:
i. [List schedule of payments and amounts yearly until the end of the term]
2. From time to time throughout the duration of this Agreement, the Land Owner
may incur certain expenses that are not included as part of the Fee for the
Services to this Agreement.
3. The Land Owner agrees to keep an exact record of any and all expenses
acquired while performing the Services. The Land Owner will submit an invoice
itemizing each expense, along with proof of purchase and receipt, with the
invoice.
4. Any items that had been previously undisclosed by the client in his/her item list
shall incur extra charges.
ARTICLE 4: CONFIDENTIAL INFORMATION
1. The Land Owner shall both during and after the arrangements contemplated by
this Agreement have terminated:
i. keep confidential the terms of this Agreement and all information, whether
in written or any other form, which has been disclosed to it by or on behalf
of any other party which by its nature ought to be regarded as confidential
(including, without limitation, any business information in respect of any
other party which is not directly applicable or relevant to the transactions
contemplated by this Agreement); and
ii. procure that its employees and representatives and those of its subsidiary
companies keep secret and treat as confidential all such documentation
and information.
2. Article 4.2 does not apply to information:
i. Which shall after the date of this Agreement become published or
otherwise generally available to the public, except in consequence of a
willful or negligent act or omission by the recipient party in contravention of
the obligations in clause 4.2;
ii. to the extent made available to the recipient party by a third party who is
entitled to divulge such information and who is not under any obligation of
confidentiality in respect of such information to any other party or which
has been disclosed under an express statement that it is not confidential;
iii. to the extent required to be disclosed by any applicable law or by any
recognized stock exchange or governmental or other regulatory or
supervisory body or authority of competent jurisdiction to whose rules the
party making the disclosure is subject, whether or not having the force of
law, provided that the party disclosing the information shall notify the other
party of the information to be disclosed (and of the circumstances in which
the disclosure is alleged to be required) as early as reasonably possible
before such disclosure must be made and shall take all reasonable action
to avoid and limit such disclosure;
iv. Which has been independently developed by the recipient party otherwise
than in the course of the exercise of that party’s rights under this
Agreement or the implementation of this Agreement.
v. Which, in order to perform its obligations under or pursuant to this
Agreement, any party is required to disclose to a third party;
vi. disclosed to any applicable tax authority to the extent reasonably required
to assist the settlement of the disclosing party’s tax affairs or those of any
of its shareholders or any other person under the same control as the
disclosing party; or
vii. Which the recipient party can prove was already known to it before its
receipt from the disclosing party.
3. The provisions of this Article 4 shall survive any termination of this Agreement.
ARTICLE 5: AMENDMENT
1. No variation of this Agreement shall be valid unless it is in writing and signed by
or on behalf of the Parties to it.
i. Unless expressly agreed, no variation shall constitute a general waiver of
any provisions of this Agreement, nor shall it affect any rights, obligations
or liabilities under or pursuant to this Agreement which has already
accrued up to the date of variation, and the rights and obligations of the
Parties under or pursuant to this Agreement shall remain in full force and
effect, except and only to the extent that they are so varied.
ARTICLE 6: ASSIGNMENT
The Landowner shall not assign the Agreement or sub-contract the performance thereof
without the prior written consent of the Company.
ARTICLE 7: SEVERABILITY
If and to the extent that any provision of this Agreement is held to be illegal, void or
unenforceable, such provision shall be given no effect and shall be deemed not to be
included in this Agreement but without invalidating any of the remaining provisions of
this Agreement. The Parties shall meet to negotiate in good faith to agree a valid,
binding and enforceable substitute provision or provisions, (if necessary, with a
reconsideration of other terms of this Agreement not so affected) so as to re-establish
an appropriate balance of the commercial interests of the Parties.
ARTICLE 8: FURTHER ASSURANCE
Each of the Parties agrees to perform (or procure the performance of) all further acts
and things, and execute and deliver (or procure the execution and delivery of) such
further documents, as may be required by law or as may be necessary or reasonably
desirable to implement and/or give effect to this Agreement and the transaction
contemplated by it.
ARTICLE 9: WARRANTY OF CAPACITY AND POWER
Each Party represents and warrants to the other Parties that:
i. It has full authority, power and capacity to enter into and carry out its
obligations under this Agreement;
ii. All necessary acts and things have been taken or done to enable it lawfully
to enter into and carry out its obligations under this Agreement; and
iii. When executed, this Agreement will create obligations which are valid and
binding on it and enforceable in accordance with their terms
ARTICLE 10: FORCE MAJEURE
None of the Parties shall be liable for any failure or delay in performing any of its
obligations under or pursuant to this Agreement if such failure or delay is due to any
cause whatsoever outside their reasonable control, and they shall be entitled to a
reasonable extension of the time for performing such obligations as a result of such
cause.
ARTICLE 11: DISPUTE RESOLUTION
In the event a dispute arises under, out of, or relating to the interpretation, application,
or performance of this agreement, the parties shall first attempt to resolve the dispute by
discussion and negotiation
This agreement is governed by, and is to be construed in accordance with, the laws of
the [Insert country] and the State of [Insert state], as applicable.
ARTICLE 12: NO RIGHTS UNDER CONTRACTS FOR THIRD PARTIES
A person who is not a Party to this Agreement shall have no right under any law to
enforce any of its terms.
ARTICLE 13: ARBITRATION AND PROPER LAW
The Parties shall use all reasonable endeavors to resolve any dispute amicably and in
good faith.
This document is governed by and is to be construed in accordance with the laws of
Switzerland applicable therein.
Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the
courts of Switzerland (and any court of appeal) and waives any right to object to an
action being brought in those courts, including on the basis of an inconvenient forum or
those courts not having jurisdiction.
ARTICLE 14: NOTICES AND SERVICE
Any notice so served by hand, e-mail or post shall be deemed to have been duly given:
in the case of delivery by hand, when delivered;
in the case of fax or electronic mail on a business day prior to 5.00 pm, at the
time of receipt ;
in the case of prepaid recorded delivery, special delivery or registered post, at 10
am on the second business day following the date of posting;
provided that in each case where delivery by hand or by e-mail occurs after 5 pm on a
business day or on a day which is not a business day, service shall be deemed to occur
at 9 am on the next following business day. References to time in this clause are to
local time in the country of the addressee.
ARTICLE 15: COUNTERPARTS
This Agreement may be executed in any number of counterparts and by the Parties to it
on separate counterparts, each of which is an original but all of which together
constitute one and the same instrument.
As Witness this Agreement has been signed on behalf of the Parties the day and year
first above written.
/s/______________________
[insert name of Land Owner]
[insert date]
/s/______________________
[insert name of Company]
[insert name of representative]
[insert date]
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