Carbon Credit Purchase Agreement

CARBON CREDIT PURCHASE AGREEMENT

Agreement Number: [________________________________]

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Parties
2. Recitals
3. Definitions
4. Sale and Purchase of Credits
5. Price and Payment
6. Delivery and Transfer
7. Representations and Warranties
8. Registry Requirements
9. Retirement and Claim Rights
10. Risk Allocation and Reversal Buffer
11. Indemnification
12. Term and Termination
13. Dispute Resolution
14. General Provisions
15. Signatures

PARTIES

SELLER:

Name/Entity: [________________________________]

Address: [________________________________]

City, State/Country, ZIP: [________________________________]

Registry Account ID: [________________________________]

BUYER:

Name/Entity: [________________________________]

Address: [________________________________]

City, State/Country, ZIP: [________________________________]

Registry Account ID: [________________________________]

RECITALS

WHEREAS, Seller owns or controls verified carbon credits generated from greenhouse gas emission reduction or removal projects; and

WHEREAS, Buyer desires to purchase such credits for ☐ voluntary offsetting ☐ compliance obligations ☐ ESG reporting purposes;

NOW, THEREFORE, the Parties agree as follows:

DEFINITIONS

• Carbon Credit — A verified unit representing one metric ton of CO2 equivalent (tCO2e) reduced, avoided, or removed from the atmosphere.
• Registry — The designated carbon credit registry where credits are issued, tracked, and retired.
• Vintage — The calendar year in which the emission reduction or removal occurred.
• Corresponding Adjustment — An accounting adjustment by a host country under Article 6.2 of the Paris Agreement to avoid double counting of ITMOs.
• Reversal — The unintended release of previously sequestered carbon back into the atmosphere.

SALE AND PURCHASE OF CREDITS

4.1 Seller agrees to sell and Buyer agrees to purchase the following carbon credits:

4.2 Seller represents that the credits have not been previously sold, retired, or encumbered.

PRICE AND PAYMENT

5.1 Purchase Price: $[________] per tCO2e.

5.2 Total Contract Value: $[________].

5.3 Payment Terms:

☐ Full payment upon delivery
☐ [___]% deposit upon execution; balance upon delivery
☐ Installment schedule per Exhibit A

5.4 Payment Method: ☐ Wire transfer ☐ ACH ☐ Other: [________________________________]

DELIVERY AND TRANSFER

6.1 Delivery Date: Credits shall be transferred to Buyer's registry account no later than [__/__/____].

6.2 Delivery shall be confirmed by registry transfer confirmation showing credits deposited in Buyer's account.

6.3 Title and risk of loss pass to Buyer upon confirmed registry transfer.

REPRESENTATIONS AND WARRANTIES

7.1 Seller represents and warrants:

☐ Seller has good and marketable title to the credits, free of liens and encumbrances
☐ Credits have been independently verified under the applicable standard
☐ The underlying project complies with all applicable environmental and social safeguards
☐ Credits are not subject to any pending investigation, dispute, or revocation proceeding
☐ No double counting — credits have not been used to meet any other party's climate obligations

7.2 Buyer represents and warrants:

☐ Buyer has the legal capacity and authority to enter into this Agreement
☐ Buyer maintains a valid registry account for receipt of credits

REGISTRY REQUIREMENTS

8.1 Both Parties shall maintain active accounts on [________________________________] (the "Registry").

8.2 All transfers shall be executed in accordance with the Registry's rules and procedures.

8.3 Registry fees shall be borne by ☐ Seller ☐ Buyer ☐ Shared equally.

RETIREMENT AND CLAIM RIGHTS

9.1 Upon transfer, Buyer shall have the exclusive right to retire the credits and make associated environmental claims.

9.2 Buyer intends to use the credits for: ☐ Voluntary carbon neutrality claim ☐ Scope 1/2/3 offsetting ☐ Regulatory compliance ☐ Other: [________________________________]

RISK ALLOCATION AND REVERSAL BUFFER

10.1 For nature-based credits subject to reversal risk, Seller warrants that the project maintains a reversal buffer pool of not less than [____]% of total issuance.

10.2 In the event of a reversal resulting in credit invalidation within [____] years of delivery, Seller shall ☐ replace invalidated credits with equivalent credits ☐ refund the purchase price for invalidated credits.

INDEMNIFICATION

11.1 Seller shall indemnify Buyer against losses arising from breach of Seller's representations, including credit invalidation, double counting, or fraud.

11.2 Buyer shall indemnify Seller against losses arising from Buyer's misrepresentation of intended credit use.

TERM AND TERMINATION

12.1 This Agreement terminates upon full performance (delivery and payment).

12.2 Either Party may terminate for material breach upon [____] days' written notice if the breach remains uncured.

DISPUTE RESOLUTION

13.1 Governing Law: [________________________________]

13.2 Disputes shall be resolved by: ☐ Mediation ☐ Binding Arbitration under [________________________________] rules ☐ Litigation in [________________________________]

GENERAL PROVISIONS

14.1 Confidentiality: Transaction terms are confidential unless disclosure is required by law or regulation.

14.2 Force Majeure: Neither Party liable for delays from events beyond reasonable control.

14.3 Entire Agreement: This Agreement constitutes the complete understanding between the Parties.

14.4 Amendment: Modifications require written agreement signed by both Parties.

SIGNATURES

SELLER:

Signature: [________________________________] Date: [__/__/____]

Printed Name: [________________________________] Title: [________________________________]

BUYER:

Signature: [________________________________] Date: [__/__/____]

Printed Name: [________________________________] Title: [________________________________]

Sources and References

• Paris Agreement Article 6 — UNFCCC
• Verra VCS Program
• ICVCM Core Carbon Principles
• FTC Green Guides — 16 CFR Part 260