CARBON OFFSET PURCHASE AGREEMENT

THIS CARBON OFFSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of _________________________ (the "Effective Date"),

BY AND BETWEEN:

SELLER:
Name/Entity: ____________________________________________
Address: ________________________________________________
City, State, ZIP: _________________________________________
Country: ________________________________________________

AND

BUYER:
Name/Entity: ____________________________________________
Address: ________________________________________________
City, State, ZIP: _________________________________________
Country: ________________________________________________

(Each a "Party" and collectively the "Parties")

RECITALS

WHEREAS, Seller owns or has the right to sell Carbon Credits (as defined below) generated from carbon offset projects;

WHEREAS, Buyer desires to purchase Carbon Credits to offset its greenhouse gas emissions and/or for other purposes;

WHEREAS, the Parties desire to set forth the terms and conditions for the purchase and sale of Carbon Credits;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1 "Additionality" means that the emission reductions or removals achieved by the Project would not have occurred in the absence of the Project and the carbon credit revenue it generates.

1.2 "Carbon Credit" or "Offset" means a tradable certificate or instrument representing the verified reduction, removal, or avoidance of one metric tonne of carbon dioxide equivalent (tCO2e) from the atmosphere.

1.3 "Certification Standard" means the carbon offset standard under which the Carbon Credits are verified and issued, as specified in Exhibit A.

1.4 "Contract Quantity" means the total number of Carbon Credits to be purchased under this Agreement, as specified in Exhibit A.

1.5 "Contract Price" means the price per Carbon Credit, as specified in Exhibit B.

1.6 "Delivery" means the transfer of Carbon Credits to Buyer's account in the applicable Registry.

1.7 "Delivery Date" means the date(s) on which Carbon Credits are to be delivered, as specified in Exhibit A.

1.8 "ICVCM" means the Integrity Council for the Voluntary Carbon Market.

1.9 "Permanence" means the quality of emission reductions or removals being lasting and not subject to reversal.

1.10 "Project" means the carbon offset project(s) from which the Carbon Credits are generated, as described in Exhibit A.

1.11 "Registry" means the electronic database or system that issues, tracks, and records the ownership and retirement of Carbon Credits.

1.12 "Retirement" means the permanent removal of Carbon Credits from circulation in a Registry to prevent further transfer or use.

1.13 "Verification" means the independent third-party assessment that confirms the emission reductions or removals claimed by a Project.

1.14 "Vintage" means the calendar year in which the emission reductions or removals represented by the Carbon Credits occurred.

ARTICLE 2: SALE AND PURCHASE OF CARBON CREDITS

2.1 Agreement to Sell and Purchase

Seller agrees to sell and Buyer agrees to purchase the Carbon Credits in accordance with the terms and conditions of this Agreement.

2.2 Carbon Credit Specifications

The Carbon Credits purchased under this Agreement shall meet the following specifications:

Project Information:

Credit Specifications:

Quality Attributes:

☐ ICVCM Core Carbon Principles (CCP) Label eligible
☐ CORSIA eligible
☐ Article 6 compliant / Corresponding Adjustment available
☐ Co-benefits certified (specify): _________________________
☐ Community/biodiversity certification: _________________________

2.3 Delivery Schedule

2.4 Title and Risk of Loss

Title to and risk of loss for the Carbon Credits shall pass to Buyer upon Delivery to Buyer's Registry account.

ARTICLE 3: PRICE AND PAYMENT

3.1 Contract Price

The Contract Price for the Carbon Credits shall be as set forth in Exhibit B.

☐ Fixed Price: $_____________ per tCO2e
☐ Price Schedule: As set forth in Exhibit B
☐ Market-Referenced Price: Based on _______________ index plus/minus $_______

3.2 Payment Terms

(a) Payment shall be due within _______ days of:
☐ Invoice date
☐ Delivery confirmation
☐ Contract execution

(b) Payment method:
☐ Wire transfer to account specified in Exhibit C
☐ ACH transfer
☐ Other: _________________________

3.3 Prepayment

☐ No prepayment required

☐ Prepayment required:
- Deposit: $_____________ or _______% due upon execution
- Balance due upon: _________________________

3.4 Taxes

(a) The Contract Price is exclusive of all applicable taxes.

(b) Buyer shall be responsible for any taxes, duties, or levies imposed on the purchase or transfer of Carbon Credits in Buyer's jurisdiction.

(c) Seller shall be responsible for any taxes, duties, or levies imposed on the sale or transfer of Carbon Credits in Seller's jurisdiction.

3.5 Late Payment

Late payments shall accrue interest at the rate of _______% per month or the maximum rate permitted by law, whichever is less.

ARTICLE 4: DELIVERY

4.1 Delivery Method

Seller shall deliver the Carbon Credits by:

☐ Transfer to Buyer's Registry account
☐ Retirement on behalf of Buyer in the Registry
☐ Both transfer and retirement (as directed by Buyer)

4.2 Buyer's Registry Account

Buyer's Registry account information:

4.3 Delivery Confirmation

Upon Delivery, Seller shall provide Buyer with:

☐ Registry transfer confirmation
☐ Serial numbers of delivered Carbon Credits
☐ Verification report (if not previously provided)
☐ Project documentation
☐ Certificate of authenticity

4.4 Retirement Instructions

If Buyer requests retirement:

4.5 Failure to Deliver

If Seller fails to deliver the Contract Quantity by the Delivery Date:

(a) Seller shall notify Buyer immediately upon becoming aware of any delivery delay;

(b) Buyer may:
☐ Extend the Delivery Date by _______ days at no additional cost
☐ Accept partial delivery and reduce payment proportionally
☐ Terminate this Agreement and receive a refund of amounts paid for undelivered Credits
☐ Require Seller to procure replacement Credits of equivalent quality

(c) Seller shall be liable for the difference between the Contract Price and the market price of replacement Credits, plus reasonable costs incurred by Buyer.

ARTICLE 5: REPRESENTATIONS AND WARRANTIES

5.1 Seller Representations and Warranties

Seller represents and warrants that:

(a) Title and Ownership:
- Seller has good and marketable title to the Carbon Credits;
- The Carbon Credits are free and clear of all liens, claims, and encumbrances;
- Seller has full authority to sell and transfer the Carbon Credits;
- The Carbon Credits have not been previously sold, transferred, or retired;

(b) Project and Verification:
- The Project meets all requirements of the Certification Standard;
- The Carbon Credits have been verified by an accredited third-party verifier;
- The Carbon Credits represent real, measurable, and verifiable emission reductions or removals;
- The Project meets the additionality requirements of the Certification Standard;

(c) Registry and Compliance:
- The Carbon Credits are validly issued and registered in the Registry;
- The Carbon Credits have unique serial numbers and are trackable in the Registry;
- Seller has complied with all Registry rules and requirements;

(d) Environmental Integrity:
- The emission reductions or removals are permanent or, if subject to reversal, appropriate buffer mechanisms are in place;
- There is no double counting of the emission reductions or removals;
- The Project has not caused significant harm to the environment or local communities;

(e) Legal Compliance:
- The sale and transfer of the Carbon Credits complies with all applicable laws;
- Seller has obtained all necessary permits and approvals for the Project;
- No legal proceedings threaten the validity of the Carbon Credits.

5.2 Buyer Representations and Warranties

Buyer represents and warrants that:

(a) Buyer has the authority to enter into this Agreement;
(b) Buyer has a valid Registry account capable of receiving the Carbon Credits;
(c) Buyer will use the Carbon Credits only for lawful purposes;
(d) Buyer understands that Carbon Credits do not represent a legal license to emit greenhouse gases.

5.3 No Investment Advice

Seller makes no representation regarding the investment value of the Carbon Credits. Buyer acknowledges that carbon credit markets are subject to price volatility and regulatory uncertainty.

ARTICLE 6: INDEMNIFICATION

6.1 Seller Indemnification

Seller shall indemnify, defend, and hold harmless Buyer from any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

(a) Any breach of Seller's representations, warranties, or obligations under this Agreement;
(b) Any claim that Seller did not have valid title to the Carbon Credits;
(c) Any claim that the Carbon Credits do not meet the specifications in this Agreement;
(d) Any claim related to the Project's environmental or social impacts occurring before Delivery;
(e) Any regulatory action challenging the validity of the Carbon Credits.

6.2 Buyer Indemnification

Buyer shall indemnify, defend, and hold harmless Seller from any claims, damages, losses, costs, and expenses arising from:

(a) Buyer's use of the Carbon Credits after Delivery;
(b) Any breach of Buyer's representations or obligations under this Agreement;
(c) Any claims made by Buyer regarding the Carbon Credits that exceed the representations made by Seller.

6.3 Indemnification Procedures

The indemnified Party shall:
(a) Promptly notify the indemnifying Party of any claim;
(b) Allow the indemnifying Party to control the defense;
(c) Cooperate in the defense of the claim.

ARTICLE 7: LIMITATION OF LIABILITY

7.1 EXCEPT FOR BREACHES OF REPRESENTATIONS AND WARRANTIES OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

7.2 SELLER'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL CONTRACT VALUE.

7.3 THE FOREGOING LIMITATIONS SHALL NOT APPLY TO FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

ARTICLE 8: CONFIDENTIALITY

8.1 Confidential Information

Each Party agrees to keep confidential the terms of this Agreement and any non-public information disclosed by the other Party.

8.2 Permitted Disclosures

A Party may disclose confidential information:

(a) To professional advisors bound by confidentiality obligations;
(b) As required by law, regulation, or legal process;
(c) To the extent necessary to enforce this Agreement;
(d) With the prior written consent of the other Party.

8.3 Public Statements

☐ Buyer may publicly disclose its purchase and retirement of Carbon Credits from the Project
☐ Public statements regarding this transaction require mutual approval

ARTICLE 9: TERM AND TERMINATION

9.1 Term

This Agreement shall commence on the Effective Date and continue until all obligations have been fulfilled, unless earlier terminated.

9.2 Termination for Breach

Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within _______ days.

9.3 Termination for Regulatory Change

Either Party may terminate this Agreement upon _______ days' written notice if a regulatory change materially affects the value or validity of the Carbon Credits.

9.4 Effect of Termination

Upon termination:
(a) Seller shall refund amounts paid for undelivered Carbon Credits;
(b) Buyer shall return or pay for any Carbon Credits received but not paid for;
(c) Accrued rights and obligations shall survive termination.

ARTICLE 10: DISPUTE RESOLUTION

10.1 Good Faith Negotiation

The Parties shall attempt to resolve any dispute through good faith negotiation for _______ days before pursuing other remedies.

10.2 Dispute Resolution Method

☐ Arbitration: Any dispute shall be resolved by binding arbitration under the rules of _________________________ in _________________________ [location].

☐ Litigation: Any dispute shall be brought exclusively in the courts of _________________________.

10.3 Governing Law

This Agreement shall be governed by the laws of _________________________.

ARTICLE 11: GENERAL PROVISIONS

11.1 Notices

All notices shall be in writing and sent to the addresses set forth above.

11.2 Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party.

11.3 Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof.

11.4 Amendment

This Agreement may only be amended by written instrument signed by both Parties.

11.5 Force Majeure

Neither Party shall be liable for delays or failures due to events beyond its reasonable control.

11.6 Severability

If any provision is held invalid, the remaining provisions shall continue in effect.

11.7 Counterparts

This Agreement may be executed in counterparts.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Carbon Offset Purchase Agreement as of the Effective Date.

SELLER:

Signature: _________________________________

Printed Name: _____________________________

Title: ____________________________________

Date: ____________________________________

BUYER:

Signature: _________________________________

Printed Name: _____________________________

Title: ____________________________________

Date: ____________________________________

EXHIBIT A: CARBON CREDIT SPECIFICATIONS

Project Details

Credit Details

Co-Benefits (If Applicable)

☐ Climate, Community & Biodiversity (CCB) Standards
☐ SD VISta (Sustainable Development Verified Impact Standard)
☐ W+ Standard (Women's Empowerment)
☐ SOCIALCARBON
☐ Other: _________________________

Quality Certifications

☐ ICVCM Core Carbon Principles eligible
☐ CORSIA Phase 1 eligible
☐ Article 6 compliant
☐ Science Based Targets initiative (SBTi) compliant
☐ Other: _________________________

EXHIBIT B: PRICING AND PAYMENT SCHEDULE

Pricing

Payment Schedule

EXHIBIT C: WIRE TRANSFER INSTRUCTIONS

Seller's Bank Information:

EXHIBIT D: PROJECT DOCUMENTATION

The following documents are incorporated by reference:

☐ Project Design Document (PDD)
☐ Validation Report
☐ Most Recent Verification Report
☐ Monitoring Report
☐ Registry Listing
☐ Co-benefit Certification Documents
☐ Environmental and Social Impact Assessment
☐ Community Consultation Documentation
☐ Other: _________________________

NOTICE: This template is provided for informational purposes only and does not constitute legal advice. Carbon credit markets are subject to evolving regulations and standards. The quality and validity of carbon credits depend on many factors including the certification standard, verification process, and project characteristics. Buyers should conduct thorough due diligence and consult with carbon market experts and legal counsel before purchasing carbon credits. This Agreement does not guarantee the suitability of the carbon credits for any particular regulatory compliance purpose.