Sample Verification Contract

7/30/2019 Sample Verification Contract

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SAMPLE VERIFICATION CONTRACT

SERVICE AGREEMENT

IMPORTANT: Please note that these sample agreements are provided for informational purposes only

and neither constitutes nor should it be construed as legal advice. We have no obligation to provide you

with further information or any update should any law or its interpretation applicable to the sample

agreements change. Please consult and rely upon the advice of your own attorneys or any advisors that

you deem appropriate.

All agreements entered into between a Verification Body and a Client should be the result of arms-length

negotiations between such two parties. The Climate Registry is not and shall not be a party to any

agreements, nor shall The Climate Registry be a representative or agent of any party to any agreements.

The Climate Registry shall not be liable for any damages arising out of, relating to or resulting from any

agreements.

This Verification Agreement (Agreement) is entered into as of the [XXth] day of [MONTH]20[XX] (the Effective Date) by and between [VERIFICATION BODY], a corporation organizedand existing under the laws of [the State/Province/Territory ofSTATE/PROVINCE/TERRITORY] , having a place of business at [STREET, CITY, STATE, ZIP]

(hereinafter referred to as the Verification Body or the VB) and [CLIENT], a companyorganized and existing pursuant to the laws of [the State/Province/Territory ofSTATE/PROVINCE/TERRITORY] ,, having its principal place of business at [STREET, CITY,STATE, ZIP] (the Client). The Verification Bodyand the Client to be referred to individually asa Party and collectively, when the context so permits, as the Parties. All capitalized termsnot defined herein have the definition set forth in the Verification Bodys proposal titled [NAMEOF PROPOSAL] for verification services issued to Client on [DATE], which is incorporatedherein by reference and attached hereto as Exhibit [A] (the Proposal) or the General ReportingProtocol Version 1.1 dated May 2008 (the GRP), the GRP Updates and Clarificationsdocument dated April 27, 2009, the General Verification Protocol Version 1.0 dated May 2008(the GVP), and the GVP Updates and Clarifications document dated March 2, 2009established by The Climate Registry (collectively, the Protocols), which are incorporated

herein by reference.

Whereas the Client wishes to contract with the Verification Body for the purpose of conducting averification of the Clients greenhouse gas emissions report in accordance with the Protocols.

Whereas the VB wishes to perform the Services, as defined herein.

Now, therefore, the Parties for good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, hereto agree as follows:

Contract Template Last Revised: August 12, 2009 Page 1 of 11

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1. Scope of Agreement

1.1 The VB shall perform the Services in accordance with the following schedule (theSchedule):

Task#

Target Date / Deadline ResponsibleParty

Task

1. [Client/VB]

2.

3.

1.2 The Client recognizes that its compliance with the Deadlines identified in the Scheduleunder Section 1.1 is critical to receiving the Services from the VB in a timely manner. Ifthe Client fails to meet its responsibilities by the dates indicated on the Schedule, the VBprovides no guarantees regarding completion of the Services, including submission ofthe final verification statement, by the VB deadlines indicated on the Schedule.

1.3 The Services will be conducted in English unless otherwise agreed upon by both the VBand the Client. Language requirements include oral communication, writtencommunication and document review.

1.4 The VB retains authority and responsibility for its verification activities, decisions andVerification Statements.

2. Representation and Warranties

2.1. Each Party has entered into this Agreement as principal and for its own account (and notas advisor, agent, broker or in any other capacity, fiduciary or otherwise), with a full

understanding of, and the ability to assume, the material terms and risks of the same.

2.2. Neither Partys employees, agents or representatives shall have any authority to makedecisions for the other Party or otherwise bind or engage the other Party in any way(including the execution of agreements for the provision of services by or for the otherParty with third parties).

2.3. Each Party represents and warrants that it is duly organized and validly existing underthe laws of the jurisdiction of its organization or incorporation and, if relevant under suchlaws, in good standing and has the authority and power to execute this Agreement orother document relating hereto to which it is a party, to deliver this Agreement or otherdocument relating hereto that it is required hereby to deliver, and to perform its

obligations under this Agreement or other document relating hereto to which it is a party,and has taken all necessary action to authorize such execution, delivery andperformance. Each Party further represents and warrants that the person executing this

Agreement on behalf of each Party has full power and authority to enter into thisAgreement.

2.4. This Agreement constitutes its legal, valid and binding obligation enforceable against it inaccordance with its terms, except as the same may be limited by bankruptcy, insolvencyor other similar laws affecting creditors rights generally.

Contract Template Last Revised: November 10, 2009 Page 2 of 11



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3. Responsibilities of the Client

3.1. The Client is responsible for:

3.1.1. Notifying the VB of language requirements other than English prior to execution

of this Agreement.

3.1.2. Making commercially reasonable efforts to cooperate with the VB to comply withthe Schedule and all Deadlines set forth under Section 1.1 of this Agreement.

3.1.3. Submitting emissions report in The Climate Registry Information System(CRIS).

3.1.4. Promptly and appropriately responding to requests from the VB for correct,accurate and complete background and supporting documentation.

3.1.5. Promptly correcting all material misstatements and responding to any other

corrective action requests from the VB.

3.1.6. Paying the [FEE], in accordance with the terms of Section 6 below.

4. Responsibilities of the Verification Body

4.1. The VB shall be responsible for:

4.1.1. Conducting the Services in accordance with this Agreement and the Protocols.For the purposes of this Agreement, Services means the verification activities,drafting and completion of the Verification Statement and the Verification Report,both as defined in the Protocols, and delivery to the Client of the Verification

Report and submission to The Climate Registry of the Verification Statement.

4.1.2. Conducting the Services in accordance with the following general verificationfundamentals:

4.1.2.1. Level of assurance : Reasonable assurance.

4.1.2.2. Objectives of the verification : To meet The Climate Registrys Memberrequirements for voluntary GHG reporting.

4.1.2.3. Verification criteria : The Protocols.

4.1.2.4. Definition of materiality : A material misstatement is defined as adiscrepancy greater than five percent (5%) (both understatements andoverstatements) of a Members Direct (Scope 1) and Indirect (Scope 2)emissions.

4.1.2.5. Boundaries of the assertion : As described in the [Proposal].

4.1.2.6. The physical infrastructure, facilities, and activities within the assertion : Asdescribed in the [Proposal].




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4.1.2.7. GHG sources, sinks, and reservoirs included within the assertion : Asdescribed in the [Proposal].

4.1.2.8. Types of GHGs : As described in the [Proposal].

4.1.2.9. The time period for the assertion : Emissions during the [YEAR] calendaryear.

4.2. Providing at least one opportunity for the Client to respond to corrective action requests,if any, and verifying any final version of the corrected emission reports.

4.3. Issuing a Verification Report and Verification Statement (together known as theDeliverable) substantially as defined in the Protocols.

4.4. Performing the Services in an efficient, prompt, skillful and careful manner in accordancewith then current industry standards, practices and accredited procedures.

4.5. Observing and obeying all applicable laws, regulations, rules and standards imposed byany government or other duly constituted authority having jurisdiction with respect to theServices.

4.6. The VB makes no further representations regarding the Services provided. ALL OTHERWARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OFMERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, AREDISCLAIMED.

5. Use of the Deliverable

5.1. The VB will provide the Deliverable in its entirety to the Client, accompanied by anyadditional information required under the Protocols. The Client will forward portions ofthe Deliverable or the Deliverable in its entirety to any government or other dulyconstituted authority having jurisdiction with respect to the Protocols. If the Protocolsrequire it, the Deliverable and additional information required under the same will also bemade publicly available. The Deliverable may be included by the Client in its annualreport or may be issued by the Client in any separate report that it may publish or beprovided to any other interested parties or entities with prior written consent of the VB.

5.2. The Client hereby represents and warrants that it will not publish, nor otherwise refer to,the Deliverable or any portion thereof unless the prior written consent of the VB isreceived.

6. Compensation and Payment

6.1. [FEE]

6.2. VB shall deliver to the Client, at the address provided below, an invoice within thirty (30)calendar days of its completion of the Services. The Client shall pay the amountspecified on the invoice in US Dollars directly to the VB within thirty (30) calendar daysfrom the date of Clients receipt of such invoice (the Due Date). Any amounts not paid




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by the applicable Due Date shall accrue interest at a rate of 1.5% per month from, butnot including, the Due Date, up to and including the date payment is actually received bythe VB.

Invoicing Information (to be completed by the Client):

Client Name: Client Billing Address:

Contact Name: Contact Telephone:

Client Contract or P.O Number: Client Federal Tax ID (EIN):

6.3. All fees and charges payable to the VB shall be net of any and all taxes, charged orwhich may be imposed in the future in relation to the VBs Services, directly in relation tothe rendering of the Services, and Client agrees that it will be responsible for thepayment of all such taxes. The Client must pay all taxes associated with the Servicesprovided by the VB.

6.4. Notwithstanding the dispute resolution provisions of Section 12.2 below, should theClient wish to dispute an invoice, it must do so in writing within thirty (30) calendar daysof receipt. Otherwise, invoices shall be deemed accurate and payable according to the

terms thereof. Upon an invoice dispute, the Client will pay the full amount when dueand shall not be entitled to retain or defer payment of any sums to the VB on account ofany dispute, counter claim or set off which Client may allege against the VB. The VBmay elect to bring action for the collection of unpaid fees in any court having competent

jurisdiction, and upon a judgment in VBs favor, the Client shall pay all of the VBscollection costs, including attorneys fees and related expenses.

7. Marketing and Claims

7.1. [Insert the VB's policy governing marketing and other references to the VB that the VBauthorizes its clients to use with respect to any GHG assertion]

7.2. [Insert the VBs policy governing statement(s) taken from the verified GHG assertion thatthe VB allows the Client to use, including time limits and language] [Include the VBs

requirements related to the use of the VBs mark that may endorse the statement(s) made

by the Client.]

8. Term of the Agreement

8.1. The Term of this Agreement shall commence on the Effective Date and terminate [oneyear from the Effective Date].




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8.2. Termination .

8.2.1. Termination for Convenience . Either Party may terminate this Agreement for anyreason and without cause by written notice served upon the other Party at least30 days prior to the proposed effective date of such termination; provided that:

8.2.1.1. the Parties shall have no further payment or performance obligations toeach other; provided however, that if such termination is initiated by the VB,the VB shall cooperate in a commercially reasonable manner to effect atimely transition to any successor entity retained to perform the servicesunder this Agreement. Client acknowledges that, if a termination occursprior to delivery of the Deliverable, no portion of said Deliverable which maybe in the possession of the Client may be used in any publication or as thebasis for any work performed by any substitute service provider and Clientshall indemnify and hold the VB harmless from and against any claimswhich may be brought against the VB as a result of any such misuse.

8.2.2. Termination for Cause . Either Party may terminate this Agreement upon theother Partys material breach of a material provision of this Agreement, if suchbreach is not cured within ten (10) calendar days of notice from the non-breaching Party, provided that:

8.2.2.1. [if this Agreement is terminated by the VB in accordance with Section 8.2.2,the VB shall be entitled to thepro rata portion of the fees agreed to for theServices under this Agreement for the Services performed by VB prior tothe Clients breach; and

8.2.2.2. if this Agreement is terminated by the Client in accordance with Section8.2.2, the Client shall be entitled to recover from VB its direct economic

damages caused by VBs breach (including any fees previously paid fromClient to VB under this Agreement and the cost of any replacementservices). ][Insert Preferred Remedies]




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9. Limitation on Liability and Indemnification

9.1. LIMITATION ON LIABILITY . THE PARTIES CONFIRM THAT THE EXPRESSREMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENTSATISFY THE ESSENTIAL PURPOSES HEREOF. IF NO REMEDY OR MEASUREOF DAMAGES IS EXPRESSLY HEREIN PROVIDED, THE LIABLE PARTYS LIABILITY

SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES (INCLUDING ANY FEESPREVIOUSLY PAID UNDER THIS AGREEMENT AND THE COST OF ANYREPLACEMENT SERVICES) ONLY AND SUCH DIRECT, ACTUAL DAMAGES SHALLBE THE SOLE AND EXCLUSIVE REMEDY HEREUNDER, AND ALL OTHERREMEDIES OR DAMAGES ARE WAIVED. NOTWITHSTANDING ANY OTHERPROVISION IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THEOTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARYOR INDIRECT DAMAGES, LOST PROFITS OR REVENUE OR LOSS OF USE OFEITHER, OR BUSINESS INTERRUPTION DAMAGES, WHETHER BY STATUTE, INTORT OR IN CONTRACT, UNDER THIS AGREEMENT, EXCEPT WHERE SUCHCLAIM FOR DAMAGES ARISES OUT OF, RELATES TO OR RESULTS FROM THEGROSS NEGLIGENCE, WILLFUL DISREGARD, INTENTIONAL MISCONDUCT OR

FRAUD OF SUCH PARTY.

9.2. Notwithstanding the terms of Section 8.3.3, the VB shall not be liable for:

9.2.1. any delayed or partial performance of the Services, or any damages suffered byClient as a result of such delayed or partial performance of the Services, arisingdirectly or indirectly from any event outside the VBs control; or

9.2.2. any partial or total non-performance of the Services or any damages sufferedby Client as a result of such partial or total non-performance of the Services,directly or indirectly arising out of an action or inaction by the Client.

9.2.3. Indemnity . Each Party agrees to indemnify, defend and hold harmless the otherParty, and any of said other Partys affiliates, directors, officers, employees,agents and permitted assigns, from and against all claims, losses, injuries,liabilities, damages, judgments, awards, fines, penalties, costs and expenses(including reasonable attorneys fees and disbursements) directly incurred inconnection with or directly arising from or out of: (A) any breach of representationor warranty or failure to perform any covenant or agreement in this Agreement bysaid Party; and/or (B) any violation of applicable law, regulation or order by saidParty. This indemnity shall survive the expiration or termination of this

Agreement for a period of two (2) years. [VB to insert preferred indemnityprocedures.]




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10. Confidentiality

10.1. As used herein, Confidential Information shall include any and all oral and writteninformation provided to a Party by the Other, provided, however, that ConfidentialInformation shall not include any information which (i) is, or hereafter becomes (but notin violation of this Agreement), generally known to the public, (ii) was available to a Party

on a non-confidential basis prior to the time it was disclosed by the other Party, (iii) isdisclosed by an independent third party with a right to make such disclosure. Unlessrequired by law or upon request of a governmental authority with competent jurisdiction,neither Party shall disclose the Confidential Information to any person or entity except forits directors, employees or outside consultants retained by it in connection with this

Agreement.

10.2. The VB agrees that any Confidential Information disclosed to it by the Client will not beused for any purpose other than in connection with the performance of its duties andobligations under this Agreement. The VB shall use its best efforts to prevent access byunauthorized persons to such Confidential Information, such efforts to reflect at least thesame degree of security that the VB accords its own confidential information. The VB

shall ensure that any outside consultant retained by the VB is made aware of, and isbound by, this Article 10.

10.3. In the event that a Party, or anyone to whom Confidential Information is disclosedpursuant to this Agreement, becomes legally compelled to disclose any of theConfidential Information, or such disclosure is requested by any governmental authoritywith jurisdiction over the subject of this Agreement or the Parties hereto (the CompelledParty), the Compelled Party shall provide the Party whose Confidential Information willbe affected by such disclosure (the Affected Party) with prompt notice so that the

Affected Party may seek a protective order or other appropriate remedy and/or waivecompliance with the provisions of this Section. In the event that such protective order orother remedy is not obtained or in the event that the Affected Party waives compliance

with the provisions of this Section, the Compelled Party will furnish only that portion ofthe Confidential Information which the Compelled Party is legally required or requestedto disclose and will seek to obtain reliable assurance that confidential treatment will beaccorded the Confidential Information so disclosed.

10.4. Notwithstanding the foregoing,except as required by witness assessments or otheraccreditation assessments by accreditation bodies or oversight authorities of GHGregimes and sector schemes, the VB will not disclose to a third party, without priorwritten consent from the Client, any information that comes into its possession, thepossession of its employees, agents or others in the course of the engagement. Wheredisclosure is required by a relevant reporting program, the VB will give timely notificationto the Client prior to any release of information to such reporting program. The Client

acknowledges, understands and agrees that on occasion, a representative of theaccreditation body or relevant GHG program may request to witness the VBs verificationactivities. Granting access is an accreditation body requirement and therefore cannot bedenied by the VB or the Client. The VB shall notify the Client in advance of grantingsuch access.

10.5. The Parties acknowledge and agree that the undertakings set forth in this Article 10 shallsurvive the termination of this Agreement for a period of one (1) year following the Term.




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11. Governing Law and Jurisdiction; Dispute Resolution

11.1. Governing Law . This Agreement shall be governed by, and interpreted in accordancewith the substantive laws of the [Insert applicable state/province/territory here]exclusive of any rules contained therein with respect to conflicts of laws.

11.2. Dispute Resolution . Parties must follow the Dispute Resolution Process set forth in theProtocols for any disputes arising in connection with thisAgreement.

11.2.1. Complaints. [Optionally include statement regarding process for filingcomplaints about the provision of the VBs services.].

11.2.2. Appeals. [Optionally include statement regarding process for appeals ordispute against the Batch VBs decisions.]

11.3. Any disputes arising in connection with this Agreement that are not resolved inaccordance with the terms of the Protocols shall be finally settled under the Rules of

Arbitration of the International Chamber of Commerce by one or more arbitrators

appointed in accordance with such Rules, which are incorporated herein by reference.The proceedings shall take place in [State/Province/Territory] and shall be conductedin English.

12. Miscellaneous

12.1. Amendment. Changes in the scope of the Services, either by Client request ornecessitated by other events or conditions (including, without limitation, changes in lawor regulation)must be agreed to in writing by the Parties.

12.2. Notices . Any communications required or permitted to be given by one Party to anothershall be sent to the other Party at the address shown in the introduction to this

Agreement or any other address subsequently notified by any Party to the other Party.Unless a particular method has been required by any provision of this Agreement,facsimile communications shall be accepted if there is confirmation of the transmissionand such communication is followed up by paper copy thereof sent by messenger,overnight or other express delivery service.

12.3. Assignment. Save as expressly provided for in this Agreement, no Party shall assignthis Agreement in whole or in part without the prior written consent of the other Party,except that the VB may without such consent assign all or any of its rights andobligations hereunder to any company controlling it, controlled by it or under joint controlwith it.

12.4. No Partnership . Neither Partys employees shall be entitled to representitself/themselves to any third parties, whether orally or on business cards or letterhead,as the agents of the other Party. Nothing in this Agreement shall constitute or create orbe deemed to constitute or create a partnership, joint venture, agency, fiduciary or trustrelationship or other legal association of any kind. Neither Party has the authority underthis Agreement to bind the other with respect to third parties. Neither Party willrepresent itself to third parties as the partner of or joint venturer with the other, nor ashaving the authority to bind the other, except as may be otherwise expressly agreed inwriting. Under no circumstances shall the VBs employees be deemed to be employees




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of the Client or vice versa nor shall either Party be liable for any compensation orbenefits for the other Partys employees. In addition, neither Party shall use any of theother Partys trademarks without the prior written approval of such other Party.

12.5. No Waiver . The failure of any Party hereto to enforce at any time any of the provisionsof this Agreement or to exercise any right or option which is herein provided shall in no

way be construed to be a waiver of such provisions nor in any way affect the validity ofthis Agreement or any part thereof or the right of any Party to enforce thereafter eachand every such right or option. No waiver of any breach of this Agreement shall beconsidered or held to be a waiver of any other or subsequent breach. Nothing shallconstitute, or have the effect of, a waiver except an instrument in writing signed by a dulyauthorized officer or representative of the Party against whom such waiver is sought tobe enforced which expressly, and not impliedly, waives a right or rights or an option oroptions under this Agreement.

12.6. Entire Agreement. The text of this Agreement shall constitute the entire agreementbetween the Parties with respect to its subject matter, all prior contracts, proposals,representations, negotiations and understandings, either orally or in writing, including

any nondisclosure and use of information agreement as may have been signed by theParties, being hereby expressly superseded, and is not intended to confer upon anyperson other than the Parties any rights or remedies hereunder.

12.7. Counterparts . This Agreement may be executed in any number of counterparts, each ofwhich, when executed, shall be deemed to be an original, and such counterpartstogether shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have evidenced the terms of this Agreement by causingthe signatures of their duly authorized representatives to be affixed below, together with thedate of execution by each such representative.

SIGNATURES

FOR: [VERIFICATION BODY] FOR: [CLIENT]

By: ____________________ By: ____________________ Name: [VERIFICATION BODY AGENT] Name: [YOUR AGENT]Title: [TITLE] Title: [TITLE]

__________________, 200X __________________, 200X(Date) (Date)




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Sample Verification Contract

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