Carbon Offset Purchase Agreement

CARBON OFFSET PURCHASE AGREEMENT

Table of Contents

1. Parties
2. Definitions
3. Purchase and Sale of Carbon Offsets
4. Price and Payment
5. Delivery and Transfer
6. Verification and Certification
7. Representations and Warranties
8. Retirement and Use
9. Remedies and Replacement
10. General Provisions

ARTICLE I: PARTIES

Effective Date: [__/__/____]

SELLER:
Name: [________________________________]
Address: [________________________________]
City: [________________________________] State/Country: [________________________________]
Registry Account ID: [________________________________]

BUYER:
Name: [________________________________]
Address: [________________________________]
City: [________________________________] State/Country: [________________________________]
Registry Account ID: [________________________________]

ARTICLE II: DEFINITIONS

"Carbon Offset" or "Carbon Credit": A verified unit representing one metric tonne of carbon dioxide equivalent (tCO2e) reduced, avoided, or removed from the atmosphere, issued by a recognized Carbon Crediting Program and tracked in an approved Registry.

"Carbon Crediting Program": The program under which the Credits are issued:
☐ Verified Carbon Standard (VCS/Verra)
☐ Gold Standard for the Global Goals
☐ American Carbon Registry (ACR)
☐ Climate Action Reserve (CAR)
☐ Clean Development Mechanism (CDM)
☐ Other: [________________________________]

"Registry": The electronic tracking system maintained by the Carbon Crediting Program in which Credits are issued, transferred, and retired.

"Vintage": The calendar year in which the emission reduction or removal represented by a Credit occurred.

"Retirement": The permanent removal of a Credit from circulation in the Registry, such that it cannot be further traded or transferred.

"Additionality": The requirement that the emission reductions would not have occurred in the absence of the offset project.

"Permanence": The requirement that emission reductions or removals are not reversed over time.

ARTICLE III: PURCHASE AND SALE OF CARBON OFFSETS

A. Transaction Details

Project Name: [________________________________]
Project ID/Registry Number: [________________________________]
Project Type: [________________________________]
Project Location: [________________________________]

Quantity: [________________________________] Carbon Credits (tCO2e)

Vintage Year(s):
☐ Specific vintage: [________________________________]
☐ Vintage range: [________________________________] to [________________________________]
☐ Any vintage within [____] years of delivery date

B. Credit Specifications

Methodology: [________________________________]
Verification Body: [________________________________]
Co-Benefits (if applicable):
☐ UN Sustainable Development Goals alignment — SDG(s): [________________________________]
☐ Community benefits certification
☐ Biodiversity benefits certification
☐ Other: [________________________________]

C. Compliance vs. Voluntary Use

☐ Voluntary Market Use — Credits for voluntary sustainability commitments
☐ Compliance Market Use — Credits eligible under: [________________________________]

ARTICLE IV: PRICE AND PAYMENT

Price Per Credit: $[________________________________] per tCO2e

Total Purchase Price: $[________________________________]

Payment Schedule:
☐ Lump sum upon delivery — Due: [__/__/____]
☐ Deposit of $[________________________________] due upon execution; balance upon delivery
☐ Installment payments: [________________________________]
☐ Other: [________________________________]

Payment Method: [________________________________]

Currency: [________________________________]

Late Payment Interest Rate: [____]% per annum

ARTICLE V: DELIVERY AND TRANSFER

A. Delivery Method

Delivery shall occur by transfer of Credits from Seller's Registry account to Buyer's Registry account.

Delivery Date: [__/__/____] or within [____] business days of [triggering event]

B. Confirmation of Delivery

Delivery is complete when Credits are reflected in Buyer's Registry account as confirmed by:
☐ Registry transfer confirmation
☐ Serial numbers of transferred Credits: [________________________________]

C. Risk of Loss

Title to and risk of loss of Credits shall pass from Seller to Buyer upon confirmed delivery to Buyer's Registry account.

ARTICLE VI: VERIFICATION AND CERTIFICATION

A. Verification Requirements

Seller warrants that all Credits delivered under this Agreement:

☐ Have been verified by a third-party Validation/Verification Body (VVB) accredited by the applicable Carbon Crediting Program
☐ Meet the applicable Program's methodology and quantification requirements
☐ Have been issued by the Registry following successful verification

Verification Body: [________________________________]
Most Recent Verification Date: [__/__/____]
Verification Period: [________________________________]

B. Buffer Pool / Insurance

☐ Applicable buffer pool contribution has been made (VCS/Verra projects)
☐ Insurance or replacement guarantee in place for reversal risk
☐ Not applicable (explain): [________________________________]

ARTICLE VII: REPRESENTATIONS AND WARRANTIES

Seller Represents and Warrants:

☐ Seller has valid title to the Credits free of liens, claims, and encumbrances
☐ Credits have not been previously sold, retired, or otherwise transferred
☐ Credits meet the additionality requirements of the applicable Carbon Crediting Program
☐ The underlying project is in compliance with all applicable laws and regulations
☐ The underlying project has obtained all necessary permits and approvals
☐ No double-counting — Credits have not been claimed by any other party or against any other target
☐ Credits are not subject to any pending or threatened investigation or invalidation
☐ Seller has authority to enter into this Agreement and perform its obligations

Buyer Represents and Warrants:

☐ Buyer has authority to enter into this Agreement and perform its obligations
☐ Buyer maintains an active Registry account in good standing
☐ Buyer will comply with applicable Registry rules regarding use and retirement of Credits

ARTICLE VIII: RETIREMENT AND USE

A. Retirement Obligations

☐ Buyer shall retire Credits within [____] days of delivery
☐ Buyer may hold Credits for future retirement
☐ Buyer may re-sell Credits (subject to Registry rules)

B. Retirement Purpose

Credits are being acquired for:
☐ Corporate carbon neutrality/net-zero commitment for year(s): [________________________________]
☐ Product/service carbon neutrality claim
☐ Compliance obligation under: [________________________________]
☐ Voluntary ESG/sustainability reporting
☐ Other: [________________________________]

C. Claims and Disclosures

Buyer acknowledges that any public claims regarding the use of Credits must comply with applicable advertising and disclosure laws, including FTC Green Guides (16 CFR Part 260).

ARTICLE IX: REMEDIES AND REPLACEMENT

A. Invalidation

If any Credits are invalidated, decertified, or revoked by the Registry or Carbon Crediting Program after delivery, Seller shall, within [____] days:

☐ Deliver replacement Credits of equal or greater quality and quantity; or
☐ Refund the purchase price for invalidated Credits plus [____]% as liquidated damages

B. Non-Delivery

If Seller fails to deliver Credits by the Delivery Date, Buyer may:
☐ Extend the delivery period by [____] days upon written notice
☐ Purchase replacement Credits on the open market, with Seller liable for the price differential
☐ Terminate this Agreement and receive a full refund plus [____]% as liquidated damages

C. Limitation of Liability

Neither Party's total liability shall exceed $[________________________________] or [____] times the Total Purchase Price, whichever is [greater/lesser].

ARTICLE X: GENERAL PROVISIONS

Governing Law: [________________________________]

Dispute Resolution:
☐ Arbitration under [________________________________] Rules
☐ Mediation followed by litigation in [________________________________]

Confidentiality: [________________________________]

Force Majeure: Neither Party shall be liable for failure to perform due to events beyond its reasonable control, including natural disasters, government actions, or Registry system failures.

Term: This Agreement shall remain in effect until all obligations are fulfilled or [__/__/____], whichever occurs first.

Notices: All notices shall be in writing and delivered to the addresses set forth in Article I.

SIGNATURES

SELLER:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

BUYER:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

SOURCES AND REFERENCES

• Paris Agreement, Art. 6, https://unfccc.int/process-and-meetings/the-paris-agreement
• Verra, Verified Carbon Standard (VCS) Program Guide, https://verra.org/programs/verified-carbon-standard/
• Gold Standard, Gold Standard for the Global Goals, https://www.goldstandard.org/
• FTC, Green Guides, 16 CFR Part 260, https://www.ftc.gov/legal-library/browse/federal-register-notices/guides-use-environmental-marketing-claims-green-guides
• SEC Climate Disclosure Rules, 17 CFR Parts 210, 229, 230, 232, 239, 249
• IETA, International Emissions Trading Association Model Agreements, https://www.ieta.org/