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MASTER AGREEMENT FOR VERIFICATION
AND VALIDATION SERVICES
Client Name:
Client
Address:
SERVICE PROVIDER Primary
Contact
Client Primary Contact Client Secondary Contact
Name:
Title:
Email:
Phone:
Cell:
Facsimile:
Page 1 of 10
Commencement Date: day of_____, 20.
This Master Agreement for Verification and Validation Services (“Master Agreement”) is made by ___ (Provide Company), a
______corporation, and ________ (“Client”).
Recitals:
(a) Service Provider is a provider of certification, validation, verification, and auditing/testing services, among which are
verification and validation of greenhouse gas assertions.
(b) Client wishes to retain Service Provider for verification and/or validation services relating to one or more carbon offset
projects under the terms set forth in this Master Agreement.
NOW, THEREFORE, in consideration of the recitals above and the premises and agreements hereafter set forth, it is hereby agre ed
as follows:
1 Definitions
1.1. In this Master Agreement including the Recitals, unless the context otherwise requires, the following definitions apply:
Accreditation Body means the oversight body providing the ongoing accreditation of SERVICE PROVIDER to conduct Scheme-
related verification or validation services, as relevant.
Assessment means all steps involved in determining whether Client is compliant with the requirements of the Scheme and
Assessment Criteria.
Assessment Completion Date means, for each Project, the date on which Services with respect to the Project are complete. Unless
otherwise defined in a Proposal, the Assessment Completion Date shall be the date on which SERVICE PROVIDER first delivers the
Deliverables to the Scheme Oversight Body or Registry, as applicable.
Assessment Criteria means the relevant standard, protocol or criteria for verification or validation for a Project as required by the
relevant Scheme, and which are in effect as of the Assessment Completion Date. The Assessment Criteria are set forth in the
Proposal for each Project.
Assessment Materials means all documents, protocols, standards, manuals, programs, diagrams, pictures, charts and other material
(whether recorded in a printed form or electronically stored) used or distributed in relation to the delivery of the services and the
carrying out of assessments under this Master Agreement.
Assessor Day means a time period of 8 hours.
Business Day means any day except a Saturday, Sunday, or a national holiday. A Business Day shall open at 9:00 a.m. and close at
5:00 p.m. in the time zone where the Assessment occurs.
Commencement Date means the effective date of this Master Agreement as specified at the top of this Master Agreement.
Confidential Information means all confidential information of each Party as defined in Section 7.
Copyright means all copyrights in respect of all material embodied in any written works, manuals, diagrams, photographs, pictures
and charts and whether the same is recorded in a printed form or electronically stored and which is related to Services provided
hereunder, as well as supporting documentation.
Deliverables means, for each Project, the product to be delivered by SERVICE PROVIDER to Client relating to the Project as set
forth in the relevant Proposal.
Documentation means, for each Project, the information to be provided by Client to SERVICE PROVIDER relating to the Project as
set forth in the relevant Proposal.
Intellectual Property means all intellectual and industrial property of the Party, including, but not limited to, all copyright, patents,
Page 2 of 10
trademarks, service marks, designs, inventions, trade secrets, ideas, know how, concepts and techniques.
Intellectual Property Rights includes all rights in relation to the Intellectual Property.
Licenses means the licenses granted in accordance with this Master Agreement.
Master Agreement means this Master Agreement, including schedules to this Master Agreement, any documents included or
referred to in this Agreement, any fully executed Proposal and any documents executed by the Parties modifying, varying or
replacing this Master Agreement.
Offsets mean the carbon offsets, representing one tonne of carbon dioxide or carbon dioxide equivalent which are generated based on
SERVICE PROVIDER’s verification and/or validation of the Project and which are of the type set forth in the relevant Proposal.
Party means either SERVICE PROVIDER or Client as the context requires, and Parties means both SERVICE PROVIDER and
Client.
Person means a natural person.
Project means a discrete project undertaken according to a specific methodology, standard or protocol under a Scheme, as defined by
a fully executed Proposal and for which SERVICE PROVIDER will provide Services to Client pursuant to this Master Agreement.
For the avoidance of doubt, a Project may include a program [for example, a Jurisdictional Nested REDD+ (JNR) program], which
will be described in the Proposal.
Proposal means a proposal as agreed by Client for a specific verification or validation Project to be done pursuant to this Master
Agreement. Upon execution of a Proposal by SERVICE PROVIDER and Client, the Proposal shall become part of this Master
Agreement and be incorporated herein by reference.
Registry means the carbon offset registry on which a Project will be listed, as set forth in the relevant Proposal. For the avoidance of
doubt, for many, but not all, projects the Registry will be maintained by the Scheme Oversight Body.
Regulation means the related prevailing laws and regulations in Republic of Indonesia..
Scheme means a program, whether regulatory or private, which sets forth the rules and requirements for validation and/or
verification of offsets. The Scheme for each Project is set forth in the relevant Proposal. Examples of Schemes are the California
compliance offset program overseen by the California Air Resources Board, programs for generating CRTs overseen by the Climat e
Action Reserve, programs for generating ERTs overseen by the American Carbon Registry, etc.
Scheme Oversight Body means the body, whether governmental or private, responsible for rulemaking and oversight of the Scheme
for which Client is engaging SERVICE PROVIDER to provide Services, as set forth in the relevant Proposal.
SERVICE PROVIDER Trademarks means the SERVICE PROVIDER Kingfisher Mark and associated trademarks and service
marks (as further described in the relevant SERVICE PROVIDER Labeling and Language Guide) owned, filed or registered by
SERVICE PROVIDER, and all applications for said trademarks applied for and registered in the future by SERVICE PROVIDER.
Services means the assessment services to be performed by SERVICE PROVIDER for Client with respect to a Project as set forth in
the relevant Proposal.
USD means United States Dollars.
IDR means Indonesia Rupiah.
2 Interpretation
2.1. In this Master Agreement, unless the context requires otherwise:
2.1.1. A reference to a statute, ordinance, code or other law includes regulations and other instruments under it and
consolidations, amendments, re-enactments or replacements of any of them;
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2.1.2. The singular includes the plural and vice versa;
2.1.3. A reference to a person includes a reference to the person’s executors, administrators, successors and assigns;
2.1.4. The verb “include” (in all its parts, tenses and variants) is not used as, nor is it to be interpreted as, a word of limitation;
and
2.1.5. The words “including”, “for example” or “such as” do not limit the meaning of the words to which the example relates to
that example or examples of a similar kind;
2.1.6. Headings are inserted for convenience and do not affect the interpretation of this Master Agreement;
2.1.7. If there is an inconsistency between the operative provisions of this Master Agreement and the Schedules, then the
operative provisions of the Schedules shall prevail to the extent of such inconsistency.
3 Client’s Obligations
3.1. Client undertakes and agrees with SERVICE PROVIDER that Client shall:
3.1.1. Provide all information that is required by SERVICE PROVIDER solely to perform the Services, including the
Documentation. Hereby, upon the signing of this Master Agreement, all information needed by SERVICE PROVIDER
to perform the Services is already fulfilled by the Client. To the extent that SERVICE PROVIDER requires additional
information in order to perform the Services, Client shall provide such additional information within 10 Business Days
of request in writing by SERVICE PROVIDER. Such information shall be considered part of the Documentation. To
the extent necessitates SERVICE PROVIDER working outside of a Business Day, such unscheduled and unanticipated
work may be subject to additional fees;
3.1.2. Provide all information required to demonstrate efforts taken by Client to address any non-conformities identified by
SERVICE PROVIDER during the course of providing Services, which information shall be considered part of the
Documentation;
3.1.3. Provide SERVICE PROVIDER representatives with access to those Client properties, facilities, personnel and records
deemed necessary by SERVICE PROVIDER in order to carry out the on-site assessment(s) required to performServices,
and allow SERVICE PROVIDER representatives to conduct such assessments. Client shall make provisions, as
applicable, to accommodate observers. Client shall enable SERVICE PROVIDER representatives to collect samples,
make measurements and conduct tests as required to provide the Services;
3.1.4. Cooperate with all reasonable requests made by SERVICE PROVIDER in providing the Services;
3.1.5. Client shall have no right to enter into any agreement for or on behalf of SERVICE PROVIDER;
3.1.6. Client may not reject a request for a witness audit by the Scheme Oversight Body or the Accreditation Body;
3.1.7. Client shall be solely responsible for:
3.1.7.1. Each Project’s compliance with the requirements of the Scheme during the relevant Reporting Period;
3.1.7.2. Notifying SERVICE PROVIDER in writing if it becomes aware of any non-conformity of a Project;
3.1.7.3. Using any SERVICE PROVIDER Intellectual Property, including without limitation the SERVICE
PROVIDER Trademarks, Deliverables and Work Product, only in accordance with the terms of this Agreement.
4 SERVICE PROVIDER’s Obligations
4.1. SERVICE PROVIDER agrees with Client that:
4.1.1. With respect to each Project, SERVICE PROVIDER shall perform the Services as set forth in the relevant Proposal in
accordance with the Standard of Care provided in Section 9;

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4.1.2. With respect to each Project, SERVICE PROVIDER shall conduct the assessment based on the Assessment Criteria,
identify any non-conformities and review client’s responses. Contingent upon receipt of payment as provided in Section
6, SERVICE PROVIDER shall provide Client with draft copies of the Deliverables and will work with Client to address
any outstanding issues;
4.1.3. SERVICE PROVIDER shall provide copies of the final Deliverables to Client, the Scheme Oversight Body, and/or the
Registry according to the terms of the Proposal;
4.1.4. With respect to each Project, Services will be considered complete as of the Assessment Completion Date. After the
Assessment Completion Date, to the extent that (i) the Assessment Criteria change (for example, by adoption of updates
or the issuance of new guidance by the Scheme Oversight Body) or new information regarding the Project is discovered
and Client wishes to update the Deliverables or otherwise reevaluate the Project, or (ii) Client otherwise wishes
SERVICE PROVIDER to perform additional services, SERVICE PROVIDER will charge Client for such additional
services at SERVICE PROVIDER’ normal hourly rates. Client agrees to pay SERVICE PROVIDER for any such
services upon further Client’s written consent;
4.1.5. From time to time SERVICE PROVIDER may appoint qualified third parties to provide certain of the verification or
validation Services to Client on SERVICE PROVIDER’ behalf. Any such third parties shall be required to agree to
confidentiality clauses substantially similar to those set forth in this Master Agreement;
5 Reports and Records
5.1. With respect to each Project, SERVICE PROVIDER and Client shall keep full and accurate records relevant to such Project for
such time period as is required by the Scheme, Regulation, or Scheme Oversight Body, as relevant.
6 Payment
6.1. Client shall pay SERVICE PROVIDER the Service Fee set forth in the Proposal amounted IDR…… for the Services rendered
according to the Proposal and this Master Agreement. Upon receipt of the signed Proposal, SERVICE PROVIDER shall
invoice Client for 50% of the Service Fee and provide the Client with bank guarantee of the same amount which valid until the
end of this Master Agreement to cover the payment from the Client. Payment is due prior to commencement of a Project. A
final payment equal to the remaining 50% plus any associated fees such as the relevant travel expenses and/or the relevant
additional service fees shall be due prior to SERVICE PROVIDER delivering to Client any draft Deliverables. If a different
payment schedule is specified in the Proposal, that payment schedule shall supersede that defined here.
6.2. Client shall reimburse SERVICE PROVIDER for reasonable travel expenses (airfare, hotel, meals), which will be billed to
Client at cost plus ten percent processing fee, unless specified otherwise in the Proposal. SERVICE PROVIDER shall invoice
Client for reimbursable fees on a rolling basis.
6.3. Unless otherwise provided in this Section 6, all invoices shall be payable by Client within thirty (30) days of receipt of invoice,
and, if not paid within said thirty (30) day period, it may postpone the commencement or completion the Services .
6.4. All sums payable by Client to SERVICE PROVIDER shall be paid in IDR unless otherwise stated on the invoice, by bank
check drawn on a U.S. bank account, or by electronic bank transfer to a bank account specified by SERVICE PROVIDER.
Payments shall be made in full without deduction of withholding taxes, Value Added Tax (VAT), General Services Tax (GST),
or any other indirect taxes in Client’s country.
6.5. In the event of any unforeseen problems or expenses that arise in the course of carrying out the Services that is not caused by
the Client, SERVICE PROVIDER shall promptly inform Client in writing and if such problems or expenses caused by the
Client, SERVICE PROVIDER shall be entitled to charge the relevant additional fees to cover extra time and costs incurred to
complete the Services.
7 Confidentiality
7.1. “Confidential Information” shall mean any and all of the following, except as provided in Section 7.2:
7.1.1. Any information in which SERVICE PROVIDER or Client asserts in writing to be proprietary and/or confidential;
7.1.2. All of the following information of SERVICE PROVIDER or Client: technical know-how, including, but not limited to,
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methods; technical data; business strategies; information about new products, services or processes; business, technical
or marketing analysis; compilations; calculations; algorithms; concepts; technical procedures; formulas; specifications;
inventions; research projects; customer lists and customer contacts; pricing policies; operational methods; financial
information; marketing information; research and development capabilities;
7.1.3. Any information of a confidential nature concerning SERVICE PROVIDER’s or Client’s customers or employees;
7.1.4. Any information SERVICE PROVIDER or Client has received from others that it is obliged to treat as proprietary and/or
confidential.
7.2. Confidential Information shall not include information which:
7.2.1. At the date of its disclosure can be shown to be already in the public domain, or which comes into the public domain
other than as a result of a disclosure in breach of this Master Agreement by either Party or its respective directors,
officers, employees, agents or representatives; or
7.2.2. At the date of its disclosure was already lawfully in the receiving Party’s possession, provided that such Confidential
Information is not subject to another confidentiality agreement with, or other obligations of secrecy to, the disclosing
Party; or
7.2.3. Lawfully becomes available to the receiving Party from a source other than the other Party to this Master Agreement or
its respective advisors, officers, employees, agents or representatives, provided that such source is not bound by a
confidentiality agreement with, or obligation of secrecy to, the disclosing Party; or
7.2.4. Personnel of the receiving Party develop independently of the Confidential Information received from the disclosing
Party under this Master Agreement for the solely purpose to rendering the Services to the Client; or
7.2.5. Is required to be made available for public access under an applicable regulation or Scheme requirements.
7.3. The Parties shall hold all Confidential Information in strictest confidence and shall only use it for the purpose for which it was
provided and shall not disclose or make available any Confidential Information to any third Party without the prior written
consent of the divulging party or except as required (i) by law, including without limitation pursuant to the order of any court,
governmental agency or stock exchange; (ii) by the Accreditation Body, or (iii) by the Scheme or Scheme Oversight Body.
SERVICE PROVIDER may disclose Client Confidential Information to SERVICE PROVIDER subcontractors as is necessary
for such subcontractors to perform Services for Client, so long as each such subcontractoris bound to confidentiality provis ions
similar to this Section 7. SERVICE PROVIDER shall provide the complete list of its subcontractors who perform Services to
the Clients.
7.4. Each Party shall take all reasonable security precautions to protect any such Confidential Information fromdisclosure as may be
necessary under the circumstances, including, without limitation, the use of secure storage, secure rooms and facilities, locks,
security personnel, security codes, passwords and other methods to protect documents, computer systems and other records
from unauthorized access, theft, unauthorized duplication or distribution or discovery of contents and to prevent access to or
observation of the practicing or demonstration of methods by unauthorized persons.
7.5. These confidentiality obligations shall remain in effect with respect to all Confidential Information that does not lose its
character as confidential ten (10) years after the termination or expiration of this Master Agreement or any SERVICE
PROVIDER Assessment Services Agreement between the Parties.
7.6. Each Party shall require all or any of the persons to whom any Confidential Information of the other party is disclosed, to
execute a separate confidentiality agreement on terms similar to this Section 7.
7.7. If a Party proposes to disclose Confidential Information that Party must give prompt written notice to the other Party of the
proposed disclosure before the disclosure is made, and unless such disclosure is required by law, obtain the express written
consent of the other Party prior to disclosure. Notwithstanding the foregoing, SERVICE PROVIDER is authorized to manage
Client Confidential Information in limited scope as is necessary in order to provide the Services to the Client without seeking
written consent of Client.
7.8. These confidentiality provisions shall supersede all previous confidentiality agreements between the Parties. If Contractor is
required by law (for example, pursuant to the order of any court or governmental agency) to disclose Confidential Information ,
Contractor shall first notify SERVICE PROVIDER in writing and, attempt to, afford SERVICE PROVIDER or the SERVICE
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PROVIDER Client the opportunity to seek a protective order relating to any such disclosure required by law order and,
provided further, that the Contractor will furnish only that portion of the Confidential Information th at it is legally required to
disclose and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the
remaining Confidential Information.
8 Licenses/Intellectual Property
8.1. Work Product. SERVICE PROVIDER shall be the exclusive owner of all Assessment Materials drawings, findings, plans,
specifications, reports, designs, documents, and other work product generated by SERVICE PROVIDER in connection with the
performance of Services (collectively, the “Work Product”), whether prepared by SERVICE PROVIDER or at SERVICE
PROVIDER’s direction. Upon payment of SERVICE PROVIDER’s final invoice, SERVICE PROVIDER shall grant Client a
limited, non-exclusive license to use the Deliverables as are required for the Purpose (as defined below). To the extent that
Deliverables are not required to be made public by the Scheme, Deliverables shall be SERVICE PROVIDER Confidential
Information.
8.2. Use of Work Product. With respect to each Project, SERVICE PROVIDER’s services are solely for Client with respect to
verification or validation of Offsets pursuant to the Scheme and/or Assessment Criteria, as relevant (the “Purpose”), and may
not be used or relied upon for any other purpose without SERVICE PROVIDER’s express consent. Subject to applicable
statutory, regulatory, and Scheme requirements, Work Product and Services may not be relied upon by any third party or for
any other purpose without SERVICE PROVIDER’s express written consent. Any use or dissemination of SERVICE
PROVIDER’s Work Products outside the Purpose without the written consent of SERVICE PROVIDER is prohibited, and if
such dissemination outside the Purpose without the written consent of SERVICE PROVIDER is conducted by the Client, then
Client shall indemnify and defend SERVICE PROVIDER from any and all claims, demands, judgments, damages in relation
with SERVICE PROVIDER’ Work Product (“Losses”)
8.3. Trademark
8.3.1. If Client intends to use SERVICE PROVIDER Trademarks in association with a verification or validation, SERVICE
PROVIDER grants to Client, effective upon issuance of the relevant positive verification or validation opinion, a
nonexclusive, nontransferable, and revocable-by-writing, the license to use SERVICE PROVIDER Trademarks solely
with respect to the Offsets for which such verification or validation opinion was issued in order to market, promote or
sell such Offsets. All such use must (i) comply with the requirements of the relevant SERVICE PROVIDER’s Labeling
and Language Guide, including all SERVICE PROVIDER Trademark requirements referenced therein and (ii) be
approved in writing by SERVICE PROVIDER. Client may not sublicense the foregoing license rights.
8.4. Except as expressly provided in this Section, nothing in this Master Agreement confers upon Client any rights in any SERVICE
PROVIDER Intellectual Property, Trademarks (including but not limited to the SERVICE PROVIDER Trademarks) or any
copyright or other intellectual property right arising as a result of the provision of services by SERVICE PROVIDER or an
SERVICE PROVIDER representative.
8.5. Each Party shall give immediate written notice to the other Party of any infringement or alleged infringement of the Intellectual
Property Rights and/or Copyright and/or any unauthorized dissemination or use of Confidential Information.
8.6. If SERVICE PROVIDER identifies, commences or is involved in any proceedings for infringement of the Intellectual Property
Rights and/or Copyright by or against a third party and/or any unauthorized dissemination or use of Confidential Information by
a third party, Client shall, upon written request by SERVICE PROVIDER, give to SERVICE PROVIDER all information in
Client’s possession with respect to the infringement or suspected infringement and shall join with SERVICE PROVIDER in
bringing the said proceedings, if so requested by SERVICE PROVIDER, but only if (a) Client’s joinder is legally required for
standing or jurisdictional purposes, (b) the proceeding is relevant to Client’s type of business, and (c) joining the proceedin g
would not jeopardize the best interest of the Client. Should Client join pending proceedings at SERVICE PROVIDER’ request,
then, costs, expenses and attorneys’ fees incurred in such proceedings shall be borne by SERVICE PROVIDER.
9 Standard of Care
9.1. In performing Services, with respect to each Project, SERVICE PROVIDER will exercise professional judgment made on the
basis of the information available to it, and use the same degree of care and skill ordinarily exercised in similar circumstances
by reputable verifiers performing comparable services in the same geographic area. Subject to applicable statutory, regulatory
and protocol requirements, this standard of care shall be judged as of the time and the accuracy of the Services are rendered and
not according to later standards. When the findings of SERVICE PROVIDER are based on information supplied by Client and
others, such findings and recommendations are correct to the best of SERVICE PROVIDER’s reasonable knowledge
Page 7 of 10
and belief at the time of the Assessment. Any claim by Client alleging breach of this Section 9.1 must be made within 6 months
after delivery of the Deliverables to the Client, Registry or Scheme Oversight Body, as applicable. If Client does not bring said
claim within the time period provided, Client irrevocably waives its right to sue or otherwise institute any proceeding again st
SERVICE PROVIDER for such claim.
10 Representations and Warranties
10.1. SERVICE PROVIDER represents and warrants that SERVICE PROVIDER has full power, authority, and legal right to enter
into and perform its obligations under this Master Agreement and to grant the license specified in Section 8.1 and 8.3. and shall
obey the prevailing laws and regulations wherever the SERVICE PROVIDER’s operation is exist.
10.2. Client represents and warrants that (i) it is, and during the term of each Project it will be, operating in accordance with a ll legal
requirements of the country and region in which it operates; (ii) it has full power and authority to enter into and perform its
obligations under this Master Agreement; (iii) it is, and with respect to each Project shall be, in compliance with applicable laws
relating to taxes, the Anti-Corruption Act, anti-money laundering laws, and laws against giving aid to and doing business with
foreign terrorist organizations; (iv) it has not taken, and with respect to each Project will not take, any action in furtherance of
an unlawful offer, promise or payment to a foreign public official and will not take any act that would cause SERVICE
PROVIDER to be in violation of the Anti-Corruption Act; (v) with respect to each Project, it has not made or provided, and will
not make or provide, false, fraudulent or misleading statements or information to SERVICE PROVIDER; (vi) with respect to
each Project, during the Reporting Period, it shall disclose to SERVICE PROVIDER in writing any and all instances of non-
compliance of the Project with any relevant law; (vii) with respect to each Project, any information provided by Clien t which
forms part of the Documentation is materially correct.
10.3. Except as expressly provided in this Section 10, neither party makes any other guarantee or warranty of any kind, express,
implied or statutory.
11 Indemnification
11.1. Client agrees to indemnify, defend, and hold SERVICE PROVIDER, its affiliates, shareholders, directors, officers, advisors,
employees, agents, contractors, successors, and assigns, harmless against and to reimburse SERVICE PROVIDER for all
Losses which may arise directly from any breach or violation of this Agreement by Client or Client’s agents or employees . .
11.2. SERVICE PROVIDER agrees to indemnify, defend, and hold Client, its affiliates, shareholders, directors, officers, employees,
agents, successors, and assigns, harmless against and to reimburse Client for all Losses which may arise directly from any
breach or violation of this Agreement by SERVICE PROVIDER or SERVICE PROVIDER’s agents or employees or
subscontractors.
12 Limitation of Liability
12.1. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL
EXEMPLARY, SPECIAL PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST
PROFITS, ARISING FROM OR RELATING TO THIS MASTER AGREEMENT, EVEN IF SUCH PARTY KNEW OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL
EITHER SERVICE PROVIDER OR CLIENT BE LIABLE FOR ANY DAMAGES CAUSED BY CLIENT’S FAILURE OR
SERVICE PROVIDER FAILURE, RESPECTIVELY, TO PERFORM ITS OBLIGATIONS UNDER LAW OR CONTRACT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS MASTER AGREEMENT, THE
TOTAL CUMULATIVE LIABILITY OF EITHER SERVICE PROVIDER OR CLIENT AND ALL OF ITS RESPECTIVE
SHAREHOLDERS, DIRECTORS, OFFICERS, ADVISORS, EMPLOYEES, CONTRACTORS AND AGENTS TO CLIENT
OR SERVICE PROVIDER, RESPECTIVELY, ARISING FROM SERVICES UNDER THIS MASTER AGREEMENT,
INCLUDING THE INDEMNITY PROVIDED IN SECTION 11.2 ABOVE, INCLUDING ATTORNEYS’ FEES, SHALL
NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SERVICE PROVIDER IN THE PRECEEDING TWELVE
MONTH PERIOD (THE “CAP”). THIS LIMITATION IS CUMULATIVE AND NOT PER INCIDENT. THE EXISTENCE
OF MORE THAN ONE INCIDENT OR CLAIM WILL NOT ENLARGE THIS AMOUNT.
12.2. The Parties acknowledge that the terms of this Paragraph 12 (Limitation of Liability) reflect the allocation of risk set fort h in
this Master Agreement and that the Parties would not enter into this Master Agreement without these limitations of liability.
13 Insurance

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13.1. SERVICE PROVIDER maintains insurance coverage required by the applicable Scheme(s).
14 Term and Termination
14.1. The Term of this Master Agreement commences on the Commencement Date and continues until terminated by either Party if
an administrator, receiver, official manager or provisional liquidator is appointed over the assets of the other Party, or where an
order is made or a resolution is passed for the winding up of the other Party, whether voluntary or involuntary (except for t he
purposes of reconstruction or amalgamation, provided that the control of the resultant company remains the same as the present
control of the other Party), or the other Party ceases to carry on its business; or by written notification of either Party after the
other Party failed to remedy upon either Party’s warning letter upon the occurrence of a materially adverse breach of this
Master Agreement by the other Party; or by SERVICE PROVIDER if Client has proven used any SERVICE PROVIDER
Intellectual Property in breaching this Master Agreement. Upon termination, each Party’s obligations shall cease except that the
termination of this Master Agreement shall be without prejudice to any rights of either Party against the other accrued up to the
date of such termination. Those portions of the Master Agreement which by their nature require implementation after the
expiration or termination of the Master Agreement shall survive for the period and to the extent required to fulfill their Purpose.
14.2. Upon termination, Client shall cease to be entitled to use, and shall cease to use and not thereafter use, market, display or permit
the use of any of the Intellectual Property and SERVICE PROVIDER Trademarks. After the termination, SERVICE
PROVIDER shall cease all actions to use and not thereafter use, market, display or permit the use of any of the Confidential
Information of Client. At Client’s own expense, Client shall remove all references in relation with Intellectual Property of
SERVICE PROVIDER, including without limitation SERVICE PROVIDER Trademarks from its products or processes, unless
otherwise stipulated in this Master Agreement.
14.3. Client shall pay for all Services provided according to the Master Agreement and Proposal up to the date of termination.
14.4. Client and SERVICE PROVIDER shall maintain all of its records related to this Master Agreement and each Project
undertaken hereunder the longer of (i) a period of three (3) years from the date of termination of this Master Agreement or (ii)
such period as is required by the Scheme or Scheme Oversight Body, and SERVICE PROVIDER and Client shall have the
right to inspect, audit and copy such books and records during that period. SERVICE PROVIDER shall give Client reasonable
written notice of any such audit.
15 Force Majeure
15.1. No Party shall be liable for any delay or failure to perform its obligations pursuant to this Master Agreement if such delay or
failure is directly impacted due to force majeure, including, but not limited to, act of God, compliance with law which enacted
after the date of this agreement, storm, flood, earthquake, war, rebellion, revolution or strike or any other event, happening or
occurrence beyond the reasonable control of any Party. For the purposes of this Section, the term “force majeure” shall not
include shortage of funds or cash flow difficulties.
15.2. If the force majeure conditions persist for ninety (90) days or more, the Party so affected may terminate this Master Agreement
by giving thirty (30) days’ prior written notice to the other Party.
16 Assignment
16.1. The Parties acknowledge that this Master Agreement is personal and that neither Party shall assign all or any part of the ben efit
of or its interest in this Master Agreement without the prior written consent of the other Party.
17 Notices
17.1. A notice, approval, consent or other communication pursuant to this Master Agreement shall be in writing, and shall be sent to
the address of the Primary Contact specified on the Master Agreement cover, with copy sent to the person indicated below, by
(i) a national courier service that provides tracking and evidence of delivery; (ii) certified mail (return receipt requested); (iii)
electronic mail, provided that upon completion of transmission, receipt is confirmed in writing by the receiving Party. Notic e
shall be deemed given upon receipt, or refusal to sign the requested receipt.
Copy to:
(Addres)
17.2. Either Party may be entitled to change the address for notices by giving written notice to that effect to the other.
Page 9 of 10
18 Attorney’s Fees
18.1. Each Party shall pay its own legal fees incidental to the preparation and execution of this Master Agreement.
18.2. If either Party commences an action against the other Party arising out of or in connection with this Master Agreement, or in the
event of a voluntary arbitration proceeding between the Parties relating to this Master Agreement, the prevailing Party shall be
entitled to have and recover fromthe losing Party reasonable attorneys’ fees, costs of suit, investigation costs, discovery costs,
and expert witness fees and costs, including costs of appeal based on the arbitration decision.
19 Complaints and Appeals Resolution
19.1. As part of SERVICE PROVIDER’s accreditation under ISO 14065, SERVICE PROVIDER is required to maintain a
documented process for handling appeals and complaints arising from Services provided hereunder. The SERVICE
PROVIDER Corporate Complaint, Appeal and Dispute Investigation Procedure is publicly available at http://www.Service
Providerglobalservices.com/your-feedback. Client shall have the right to appeal the findings of a verification or validation
statement as set out therein.
20 Governing Law and Jurisdiction
20.1. This Master Agreement is governed by, and interpreted in accordance with the substantive laws of the Republic of Indonesia
exclusive of any rules with respect to conflicts of laws.
20.2. Client consents to the jurisdiction ofRepublic of Indonesia, and all proceedings shall take place in Jakarta, Indonesia, and shall
be conducted inBahasa Indonesia.
21 General
21.1. No variation, modification or waiver of any provision of this Master Agreement nor consent to any departure by any part
thereof shall in any event be of any force or effect unless the same shall be confirmed in writing, signed by the Parties, and then
such variation, modification, waiver or consent shall be effective only to the extent for which it may be made or given.
21.2. No failure, delay, relaxation or indulgence on the part of either Party in exercising any power or right conferred upon such Party
in terms of this Master Agreement shall operate as a waiver of such power or right, nor shall any single or partial exercise of
any such power or right preclude any other or future exercise thereof or the exercise of any other power or right under this
Master Agreement.
21.3. If any provision (whether a whole Section or not) of this Master Agreement shall be invalid, not enforceable or illegal in
accordance with its terms, all other provisions that are self-sustaining and capable of separate enforcement without regard to the
invalid provisions shall be and continue to be valid and enforceable in accordance with their terms.
21.4. Except where reference is made in this Master Agreement to other documents or provisions of other documents, this Mas ter
Agreement constitutes the sole and entire agreement between the Parties and no warranties, representations, guarantees or oth er
terms or conditions of whatsoever nature not contained and recorded herein shall be of any force or effect. To the extent th e
terms of a specific Proposal expressly contradict these terms of the Master Agreement, the terms of such Proposal shall govern
with respect to the specific Project that is subject to such Proposal.
21.5. Nothing in this Master Agreement shall constitute or be taken to constitute either Party to this Master Agreement as the agent,
partner, joint venture or employee of the other for any purposes whatsoever and neither Party shall hold out any other Party to
this Master Agreement as his agent, partner, joint venturer or employee. To the extent permitted by law, any act or omission of
either Party shall not bind or obligate the other except as expressly set forth in this Master Agreement.
[Execution Page Follows]
Page 10 of 10
EXECUTED on the day of , 20
Signed for and on behalf of Client by its authorized signatory:
…………………………………………………………………
Signature of Client’s authorized person
…………………………………………………………………
Name of authorized person (block letters)
…………………………………………………………………
Position
Signed for and on behalf of Scientific Certification Systems by its authorized signatory:
…………………………………………………………………
Signature of Provider authorized person
_____________________
…………………………………………………………………
Name of Provider authorized person
Executive Vice President
…………………………………………………………………
Position
Execution page to Master Agreement for Verification and Validation Services

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Verification and validation services agreement (Beli/ Buy Agreement, Hub: 08118887270 (WA))

  • 1. MASTER AGREEMENT FOR VERIFICATION AND VALIDATION SERVICES Client Name: Client Address: SERVICE PROVIDER Primary Contact Client Primary Contact Client Secondary Contact Name: Title: Email: Phone: Cell: Facsimile:
  • 2. Page 1 of 10 Commencement Date: day of_____, 20. This Master Agreement for Verification and Validation Services (“Master Agreement”) is made by ___ (Provide Company), a ______corporation, and ________ (“Client”). Recitals: (a) Service Provider is a provider of certification, validation, verification, and auditing/testing services, among which are verification and validation of greenhouse gas assertions. (b) Client wishes to retain Service Provider for verification and/or validation services relating to one or more carbon offset projects under the terms set forth in this Master Agreement. NOW, THEREFORE, in consideration of the recitals above and the premises and agreements hereafter set forth, it is hereby agre ed as follows: 1 Definitions 1.1. In this Master Agreement including the Recitals, unless the context otherwise requires, the following definitions apply: Accreditation Body means the oversight body providing the ongoing accreditation of SERVICE PROVIDER to conduct Scheme- related verification or validation services, as relevant. Assessment means all steps involved in determining whether Client is compliant with the requirements of the Scheme and Assessment Criteria. Assessment Completion Date means, for each Project, the date on which Services with respect to the Project are complete. Unless otherwise defined in a Proposal, the Assessment Completion Date shall be the date on which SERVICE PROVIDER first delivers the Deliverables to the Scheme Oversight Body or Registry, as applicable. Assessment Criteria means the relevant standard, protocol or criteria for verification or validation for a Project as required by the relevant Scheme, and which are in effect as of the Assessment Completion Date. The Assessment Criteria are set forth in the Proposal for each Project. Assessment Materials means all documents, protocols, standards, manuals, programs, diagrams, pictures, charts and other material (whether recorded in a printed form or electronically stored) used or distributed in relation to the delivery of the services and the carrying out of assessments under this Master Agreement. Assessor Day means a time period of 8 hours. Business Day means any day except a Saturday, Sunday, or a national holiday. A Business Day shall open at 9:00 a.m. and close at 5:00 p.m. in the time zone where the Assessment occurs. Commencement Date means the effective date of this Master Agreement as specified at the top of this Master Agreement. Confidential Information means all confidential information of each Party as defined in Section 7. Copyright means all copyrights in respect of all material embodied in any written works, manuals, diagrams, photographs, pictures and charts and whether the same is recorded in a printed form or electronically stored and which is related to Services provided hereunder, as well as supporting documentation. Deliverables means, for each Project, the product to be delivered by SERVICE PROVIDER to Client relating to the Project as set forth in the relevant Proposal. Documentation means, for each Project, the information to be provided by Client to SERVICE PROVIDER relating to the Project as set forth in the relevant Proposal. Intellectual Property means all intellectual and industrial property of the Party, including, but not limited to, all copyright, patents,
  • 3. Page 2 of 10 trademarks, service marks, designs, inventions, trade secrets, ideas, know how, concepts and techniques. Intellectual Property Rights includes all rights in relation to the Intellectual Property. Licenses means the licenses granted in accordance with this Master Agreement. Master Agreement means this Master Agreement, including schedules to this Master Agreement, any documents included or referred to in this Agreement, any fully executed Proposal and any documents executed by the Parties modifying, varying or replacing this Master Agreement. Offsets mean the carbon offsets, representing one tonne of carbon dioxide or carbon dioxide equivalent which are generated based on SERVICE PROVIDER’s verification and/or validation of the Project and which are of the type set forth in the relevant Proposal. Party means either SERVICE PROVIDER or Client as the context requires, and Parties means both SERVICE PROVIDER and Client. Person means a natural person. Project means a discrete project undertaken according to a specific methodology, standard or protocol under a Scheme, as defined by a fully executed Proposal and for which SERVICE PROVIDER will provide Services to Client pursuant to this Master Agreement. For the avoidance of doubt, a Project may include a program [for example, a Jurisdictional Nested REDD+ (JNR) program], which will be described in the Proposal. Proposal means a proposal as agreed by Client for a specific verification or validation Project to be done pursuant to this Master Agreement. Upon execution of a Proposal by SERVICE PROVIDER and Client, the Proposal shall become part of this Master Agreement and be incorporated herein by reference. Registry means the carbon offset registry on which a Project will be listed, as set forth in the relevant Proposal. For the avoidance of doubt, for many, but not all, projects the Registry will be maintained by the Scheme Oversight Body. Regulation means the related prevailing laws and regulations in Republic of Indonesia.. Scheme means a program, whether regulatory or private, which sets forth the rules and requirements for validation and/or verification of offsets. The Scheme for each Project is set forth in the relevant Proposal. Examples of Schemes are the California compliance offset program overseen by the California Air Resources Board, programs for generating CRTs overseen by the Climat e Action Reserve, programs for generating ERTs overseen by the American Carbon Registry, etc. Scheme Oversight Body means the body, whether governmental or private, responsible for rulemaking and oversight of the Scheme for which Client is engaging SERVICE PROVIDER to provide Services, as set forth in the relevant Proposal. SERVICE PROVIDER Trademarks means the SERVICE PROVIDER Kingfisher Mark and associated trademarks and service marks (as further described in the relevant SERVICE PROVIDER Labeling and Language Guide) owned, filed or registered by SERVICE PROVIDER, and all applications for said trademarks applied for and registered in the future by SERVICE PROVIDER. Services means the assessment services to be performed by SERVICE PROVIDER for Client with respect to a Project as set forth in the relevant Proposal. USD means United States Dollars. IDR means Indonesia Rupiah. 2 Interpretation 2.1. In this Master Agreement, unless the context requires otherwise: 2.1.1. A reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
  • 4. Page 3 of 10 2.1.2. The singular includes the plural and vice versa; 2.1.3. A reference to a person includes a reference to the person’s executors, administrators, successors and assigns; 2.1.4. The verb “include” (in all its parts, tenses and variants) is not used as, nor is it to be interpreted as, a word of limitation; and 2.1.5. The words “including”, “for example” or “such as” do not limit the meaning of the words to which the example relates to that example or examples of a similar kind; 2.1.6. Headings are inserted for convenience and do not affect the interpretation of this Master Agreement; 2.1.7. If there is an inconsistency between the operative provisions of this Master Agreement and the Schedules, then the operative provisions of the Schedules shall prevail to the extent of such inconsistency. 3 Client’s Obligations 3.1. Client undertakes and agrees with SERVICE PROVIDER that Client shall: 3.1.1. Provide all information that is required by SERVICE PROVIDER solely to perform the Services, including the Documentation. Hereby, upon the signing of this Master Agreement, all information needed by SERVICE PROVIDER to perform the Services is already fulfilled by the Client. To the extent that SERVICE PROVIDER requires additional information in order to perform the Services, Client shall provide such additional information within 10 Business Days of request in writing by SERVICE PROVIDER. Such information shall be considered part of the Documentation. To the extent necessitates SERVICE PROVIDER working outside of a Business Day, such unscheduled and unanticipated work may be subject to additional fees; 3.1.2. Provide all information required to demonstrate efforts taken by Client to address any non-conformities identified by SERVICE PROVIDER during the course of providing Services, which information shall be considered part of the Documentation; 3.1.3. Provide SERVICE PROVIDER representatives with access to those Client properties, facilities, personnel and records deemed necessary by SERVICE PROVIDER in order to carry out the on-site assessment(s) required to performServices, and allow SERVICE PROVIDER representatives to conduct such assessments. Client shall make provisions, as applicable, to accommodate observers. Client shall enable SERVICE PROVIDER representatives to collect samples, make measurements and conduct tests as required to provide the Services; 3.1.4. Cooperate with all reasonable requests made by SERVICE PROVIDER in providing the Services; 3.1.5. Client shall have no right to enter into any agreement for or on behalf of SERVICE PROVIDER; 3.1.6. Client may not reject a request for a witness audit by the Scheme Oversight Body or the Accreditation Body; 3.1.7. Client shall be solely responsible for: 3.1.7.1. Each Project’s compliance with the requirements of the Scheme during the relevant Reporting Period; 3.1.7.2. Notifying SERVICE PROVIDER in writing if it becomes aware of any non-conformity of a Project; 3.1.7.3. Using any SERVICE PROVIDER Intellectual Property, including without limitation the SERVICE PROVIDER Trademarks, Deliverables and Work Product, only in accordance with the terms of this Agreement. 4 SERVICE PROVIDER’s Obligations 4.1. SERVICE PROVIDER agrees with Client that: 4.1.1. With respect to each Project, SERVICE PROVIDER shall perform the Services as set forth in the relevant Proposal in accordance with the Standard of Care provided in Section 9;
  • 5. Page 4 of 10 4.1.2. With respect to each Project, SERVICE PROVIDER shall conduct the assessment based on the Assessment Criteria, identify any non-conformities and review client’s responses. Contingent upon receipt of payment as provided in Section 6, SERVICE PROVIDER shall provide Client with draft copies of the Deliverables and will work with Client to address any outstanding issues; 4.1.3. SERVICE PROVIDER shall provide copies of the final Deliverables to Client, the Scheme Oversight Body, and/or the Registry according to the terms of the Proposal; 4.1.4. With respect to each Project, Services will be considered complete as of the Assessment Completion Date. After the Assessment Completion Date, to the extent that (i) the Assessment Criteria change (for example, by adoption of updates or the issuance of new guidance by the Scheme Oversight Body) or new information regarding the Project is discovered and Client wishes to update the Deliverables or otherwise reevaluate the Project, or (ii) Client otherwise wishes SERVICE PROVIDER to perform additional services, SERVICE PROVIDER will charge Client for such additional services at SERVICE PROVIDER’ normal hourly rates. Client agrees to pay SERVICE PROVIDER for any such services upon further Client’s written consent; 4.1.5. From time to time SERVICE PROVIDER may appoint qualified third parties to provide certain of the verification or validation Services to Client on SERVICE PROVIDER’ behalf. Any such third parties shall be required to agree to confidentiality clauses substantially similar to those set forth in this Master Agreement; 5 Reports and Records 5.1. With respect to each Project, SERVICE PROVIDER and Client shall keep full and accurate records relevant to such Project for such time period as is required by the Scheme, Regulation, or Scheme Oversight Body, as relevant. 6 Payment 6.1. Client shall pay SERVICE PROVIDER the Service Fee set forth in the Proposal amounted IDR…… for the Services rendered according to the Proposal and this Master Agreement. Upon receipt of the signed Proposal, SERVICE PROVIDER shall invoice Client for 50% of the Service Fee and provide the Client with bank guarantee of the same amount which valid until the end of this Master Agreement to cover the payment from the Client. Payment is due prior to commencement of a Project. A final payment equal to the remaining 50% plus any associated fees such as the relevant travel expenses and/or the relevant additional service fees shall be due prior to SERVICE PROVIDER delivering to Client any draft Deliverables. If a different payment schedule is specified in the Proposal, that payment schedule shall supersede that defined here. 6.2. Client shall reimburse SERVICE PROVIDER for reasonable travel expenses (airfare, hotel, meals), which will be billed to Client at cost plus ten percent processing fee, unless specified otherwise in the Proposal. SERVICE PROVIDER shall invoice Client for reimbursable fees on a rolling basis. 6.3. Unless otherwise provided in this Section 6, all invoices shall be payable by Client within thirty (30) days of receipt of invoice, and, if not paid within said thirty (30) day period, it may postpone the commencement or completion the Services . 6.4. All sums payable by Client to SERVICE PROVIDER shall be paid in IDR unless otherwise stated on the invoice, by bank check drawn on a U.S. bank account, or by electronic bank transfer to a bank account specified by SERVICE PROVIDER. Payments shall be made in full without deduction of withholding taxes, Value Added Tax (VAT), General Services Tax (GST), or any other indirect taxes in Client’s country. 6.5. In the event of any unforeseen problems or expenses that arise in the course of carrying out the Services that is not caused by the Client, SERVICE PROVIDER shall promptly inform Client in writing and if such problems or expenses caused by the Client, SERVICE PROVIDER shall be entitled to charge the relevant additional fees to cover extra time and costs incurred to complete the Services. 7 Confidentiality 7.1. “Confidential Information” shall mean any and all of the following, except as provided in Section 7.2: 7.1.1. Any information in which SERVICE PROVIDER or Client asserts in writing to be proprietary and/or confidential; 7.1.2. All of the following information of SERVICE PROVIDER or Client: technical know-how, including, but not limited to,
  • 6. Page 5 of 10 methods; technical data; business strategies; information about new products, services or processes; business, technical or marketing analysis; compilations; calculations; algorithms; concepts; technical procedures; formulas; specifications; inventions; research projects; customer lists and customer contacts; pricing policies; operational methods; financial information; marketing information; research and development capabilities; 7.1.3. Any information of a confidential nature concerning SERVICE PROVIDER’s or Client’s customers or employees; 7.1.4. Any information SERVICE PROVIDER or Client has received from others that it is obliged to treat as proprietary and/or confidential. 7.2. Confidential Information shall not include information which: 7.2.1. At the date of its disclosure can be shown to be already in the public domain, or which comes into the public domain other than as a result of a disclosure in breach of this Master Agreement by either Party or its respective directors, officers, employees, agents or representatives; or 7.2.2. At the date of its disclosure was already lawfully in the receiving Party’s possession, provided that such Confidential Information is not subject to another confidentiality agreement with, or other obligations of secrecy to, the disclosing Party; or 7.2.3. Lawfully becomes available to the receiving Party from a source other than the other Party to this Master Agreement or its respective advisors, officers, employees, agents or representatives, provided that such source is not bound by a confidentiality agreement with, or obligation of secrecy to, the disclosing Party; or 7.2.4. Personnel of the receiving Party develop independently of the Confidential Information received from the disclosing Party under this Master Agreement for the solely purpose to rendering the Services to the Client; or 7.2.5. Is required to be made available for public access under an applicable regulation or Scheme requirements. 7.3. The Parties shall hold all Confidential Information in strictest confidence and shall only use it for the purpose for which it was provided and shall not disclose or make available any Confidential Information to any third Party without the prior written consent of the divulging party or except as required (i) by law, including without limitation pursuant to the order of any court, governmental agency or stock exchange; (ii) by the Accreditation Body, or (iii) by the Scheme or Scheme Oversight Body. SERVICE PROVIDER may disclose Client Confidential Information to SERVICE PROVIDER subcontractors as is necessary for such subcontractors to perform Services for Client, so long as each such subcontractoris bound to confidentiality provis ions similar to this Section 7. SERVICE PROVIDER shall provide the complete list of its subcontractors who perform Services to the Clients. 7.4. Each Party shall take all reasonable security precautions to protect any such Confidential Information fromdisclosure as may be necessary under the circumstances, including, without limitation, the use of secure storage, secure rooms and facilities, locks, security personnel, security codes, passwords and other methods to protect documents, computer systems and other records from unauthorized access, theft, unauthorized duplication or distribution or discovery of contents and to prevent access to or observation of the practicing or demonstration of methods by unauthorized persons. 7.5. These confidentiality obligations shall remain in effect with respect to all Confidential Information that does not lose its character as confidential ten (10) years after the termination or expiration of this Master Agreement or any SERVICE PROVIDER Assessment Services Agreement between the Parties. 7.6. Each Party shall require all or any of the persons to whom any Confidential Information of the other party is disclosed, to execute a separate confidentiality agreement on terms similar to this Section 7. 7.7. If a Party proposes to disclose Confidential Information that Party must give prompt written notice to the other Party of the proposed disclosure before the disclosure is made, and unless such disclosure is required by law, obtain the express written consent of the other Party prior to disclosure. Notwithstanding the foregoing, SERVICE PROVIDER is authorized to manage Client Confidential Information in limited scope as is necessary in order to provide the Services to the Client without seeking written consent of Client. 7.8. These confidentiality provisions shall supersede all previous confidentiality agreements between the Parties. If Contractor is required by law (for example, pursuant to the order of any court or governmental agency) to disclose Confidential Information , Contractor shall first notify SERVICE PROVIDER in writing and, attempt to, afford SERVICE PROVIDER or the SERVICE
  • 7. Page 6 of 10 PROVIDER Client the opportunity to seek a protective order relating to any such disclosure required by law order and, provided further, that the Contractor will furnish only that portion of the Confidential Information th at it is legally required to disclose and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the remaining Confidential Information. 8 Licenses/Intellectual Property 8.1. Work Product. SERVICE PROVIDER shall be the exclusive owner of all Assessment Materials drawings, findings, plans, specifications, reports, designs, documents, and other work product generated by SERVICE PROVIDER in connection with the performance of Services (collectively, the “Work Product”), whether prepared by SERVICE PROVIDER or at SERVICE PROVIDER’s direction. Upon payment of SERVICE PROVIDER’s final invoice, SERVICE PROVIDER shall grant Client a limited, non-exclusive license to use the Deliverables as are required for the Purpose (as defined below). To the extent that Deliverables are not required to be made public by the Scheme, Deliverables shall be SERVICE PROVIDER Confidential Information. 8.2. Use of Work Product. With respect to each Project, SERVICE PROVIDER’s services are solely for Client with respect to verification or validation of Offsets pursuant to the Scheme and/or Assessment Criteria, as relevant (the “Purpose”), and may not be used or relied upon for any other purpose without SERVICE PROVIDER’s express consent. Subject to applicable statutory, regulatory, and Scheme requirements, Work Product and Services may not be relied upon by any third party or for any other purpose without SERVICE PROVIDER’s express written consent. Any use or dissemination of SERVICE PROVIDER’s Work Products outside the Purpose without the written consent of SERVICE PROVIDER is prohibited, and if such dissemination outside the Purpose without the written consent of SERVICE PROVIDER is conducted by the Client, then Client shall indemnify and defend SERVICE PROVIDER from any and all claims, demands, judgments, damages in relation with SERVICE PROVIDER’ Work Product (“Losses”) 8.3. Trademark 8.3.1. If Client intends to use SERVICE PROVIDER Trademarks in association with a verification or validation, SERVICE PROVIDER grants to Client, effective upon issuance of the relevant positive verification or validation opinion, a nonexclusive, nontransferable, and revocable-by-writing, the license to use SERVICE PROVIDER Trademarks solely with respect to the Offsets for which such verification or validation opinion was issued in order to market, promote or sell such Offsets. All such use must (i) comply with the requirements of the relevant SERVICE PROVIDER’s Labeling and Language Guide, including all SERVICE PROVIDER Trademark requirements referenced therein and (ii) be approved in writing by SERVICE PROVIDER. Client may not sublicense the foregoing license rights. 8.4. Except as expressly provided in this Section, nothing in this Master Agreement confers upon Client any rights in any SERVICE PROVIDER Intellectual Property, Trademarks (including but not limited to the SERVICE PROVIDER Trademarks) or any copyright or other intellectual property right arising as a result of the provision of services by SERVICE PROVIDER or an SERVICE PROVIDER representative. 8.5. Each Party shall give immediate written notice to the other Party of any infringement or alleged infringement of the Intellectual Property Rights and/or Copyright and/or any unauthorized dissemination or use of Confidential Information. 8.6. If SERVICE PROVIDER identifies, commences or is involved in any proceedings for infringement of the Intellectual Property Rights and/or Copyright by or against a third party and/or any unauthorized dissemination or use of Confidential Information by a third party, Client shall, upon written request by SERVICE PROVIDER, give to SERVICE PROVIDER all information in Client’s possession with respect to the infringement or suspected infringement and shall join with SERVICE PROVIDER in bringing the said proceedings, if so requested by SERVICE PROVIDER, but only if (a) Client’s joinder is legally required for standing or jurisdictional purposes, (b) the proceeding is relevant to Client’s type of business, and (c) joining the proceedin g would not jeopardize the best interest of the Client. Should Client join pending proceedings at SERVICE PROVIDER’ request, then, costs, expenses and attorneys’ fees incurred in such proceedings shall be borne by SERVICE PROVIDER. 9 Standard of Care 9.1. In performing Services, with respect to each Project, SERVICE PROVIDER will exercise professional judgment made on the basis of the information available to it, and use the same degree of care and skill ordinarily exercised in similar circumstances by reputable verifiers performing comparable services in the same geographic area. Subject to applicable statutory, regulatory and protocol requirements, this standard of care shall be judged as of the time and the accuracy of the Services are rendered and not according to later standards. When the findings of SERVICE PROVIDER are based on information supplied by Client and others, such findings and recommendations are correct to the best of SERVICE PROVIDER’s reasonable knowledge
  • 8. Page 7 of 10 and belief at the time of the Assessment. Any claim by Client alleging breach of this Section 9.1 must be made within 6 months after delivery of the Deliverables to the Client, Registry or Scheme Oversight Body, as applicable. If Client does not bring said claim within the time period provided, Client irrevocably waives its right to sue or otherwise institute any proceeding again st SERVICE PROVIDER for such claim. 10 Representations and Warranties 10.1. SERVICE PROVIDER represents and warrants that SERVICE PROVIDER has full power, authority, and legal right to enter into and perform its obligations under this Master Agreement and to grant the license specified in Section 8.1 and 8.3. and shall obey the prevailing laws and regulations wherever the SERVICE PROVIDER’s operation is exist. 10.2. Client represents and warrants that (i) it is, and during the term of each Project it will be, operating in accordance with a ll legal requirements of the country and region in which it operates; (ii) it has full power and authority to enter into and perform its obligations under this Master Agreement; (iii) it is, and with respect to each Project shall be, in compliance with applicable laws relating to taxes, the Anti-Corruption Act, anti-money laundering laws, and laws against giving aid to and doing business with foreign terrorist organizations; (iv) it has not taken, and with respect to each Project will not take, any action in furtherance of an unlawful offer, promise or payment to a foreign public official and will not take any act that would cause SERVICE PROVIDER to be in violation of the Anti-Corruption Act; (v) with respect to each Project, it has not made or provided, and will not make or provide, false, fraudulent or misleading statements or information to SERVICE PROVIDER; (vi) with respect to each Project, during the Reporting Period, it shall disclose to SERVICE PROVIDER in writing any and all instances of non- compliance of the Project with any relevant law; (vii) with respect to each Project, any information provided by Clien t which forms part of the Documentation is materially correct. 10.3. Except as expressly provided in this Section 10, neither party makes any other guarantee or warranty of any kind, express, implied or statutory. 11 Indemnification 11.1. Client agrees to indemnify, defend, and hold SERVICE PROVIDER, its affiliates, shareholders, directors, officers, advisors, employees, agents, contractors, successors, and assigns, harmless against and to reimburse SERVICE PROVIDER for all Losses which may arise directly from any breach or violation of this Agreement by Client or Client’s agents or employees . . 11.2. SERVICE PROVIDER agrees to indemnify, defend, and hold Client, its affiliates, shareholders, directors, officers, employees, agents, successors, and assigns, harmless against and to reimburse Client for all Losses which may arise directly from any breach or violation of this Agreement by SERVICE PROVIDER or SERVICE PROVIDER’s agents or employees or subscontractors. 12 Limitation of Liability 12.1. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL EXEMPLARY, SPECIAL PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST PROFITS, ARISING FROM OR RELATING TO THIS MASTER AGREEMENT, EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER SERVICE PROVIDER OR CLIENT BE LIABLE FOR ANY DAMAGES CAUSED BY CLIENT’S FAILURE OR SERVICE PROVIDER FAILURE, RESPECTIVELY, TO PERFORM ITS OBLIGATIONS UNDER LAW OR CONTRACT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS MASTER AGREEMENT, THE TOTAL CUMULATIVE LIABILITY OF EITHER SERVICE PROVIDER OR CLIENT AND ALL OF ITS RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, ADVISORS, EMPLOYEES, CONTRACTORS AND AGENTS TO CLIENT OR SERVICE PROVIDER, RESPECTIVELY, ARISING FROM SERVICES UNDER THIS MASTER AGREEMENT, INCLUDING THE INDEMNITY PROVIDED IN SECTION 11.2 ABOVE, INCLUDING ATTORNEYS’ FEES, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SERVICE PROVIDER IN THE PRECEEDING TWELVE MONTH PERIOD (THE “CAP”). THIS LIMITATION IS CUMULATIVE AND NOT PER INCIDENT. THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM WILL NOT ENLARGE THIS AMOUNT. 12.2. The Parties acknowledge that the terms of this Paragraph 12 (Limitation of Liability) reflect the allocation of risk set fort h in this Master Agreement and that the Parties would not enter into this Master Agreement without these limitations of liability. 13 Insurance
  • 9. Page 8 of 10 13.1. SERVICE PROVIDER maintains insurance coverage required by the applicable Scheme(s). 14 Term and Termination 14.1. The Term of this Master Agreement commences on the Commencement Date and continues until terminated by either Party if an administrator, receiver, official manager or provisional liquidator is appointed over the assets of the other Party, or where an order is made or a resolution is passed for the winding up of the other Party, whether voluntary or involuntary (except for t he purposes of reconstruction or amalgamation, provided that the control of the resultant company remains the same as the present control of the other Party), or the other Party ceases to carry on its business; or by written notification of either Party after the other Party failed to remedy upon either Party’s warning letter upon the occurrence of a materially adverse breach of this Master Agreement by the other Party; or by SERVICE PROVIDER if Client has proven used any SERVICE PROVIDER Intellectual Property in breaching this Master Agreement. Upon termination, each Party’s obligations shall cease except that the termination of this Master Agreement shall be without prejudice to any rights of either Party against the other accrued up to the date of such termination. Those portions of the Master Agreement which by their nature require implementation after the expiration or termination of the Master Agreement shall survive for the period and to the extent required to fulfill their Purpose. 14.2. Upon termination, Client shall cease to be entitled to use, and shall cease to use and not thereafter use, market, display or permit the use of any of the Intellectual Property and SERVICE PROVIDER Trademarks. After the termination, SERVICE PROVIDER shall cease all actions to use and not thereafter use, market, display or permit the use of any of the Confidential Information of Client. At Client’s own expense, Client shall remove all references in relation with Intellectual Property of SERVICE PROVIDER, including without limitation SERVICE PROVIDER Trademarks from its products or processes, unless otherwise stipulated in this Master Agreement. 14.3. Client shall pay for all Services provided according to the Master Agreement and Proposal up to the date of termination. 14.4. Client and SERVICE PROVIDER shall maintain all of its records related to this Master Agreement and each Project undertaken hereunder the longer of (i) a period of three (3) years from the date of termination of this Master Agreement or (ii) such period as is required by the Scheme or Scheme Oversight Body, and SERVICE PROVIDER and Client shall have the right to inspect, audit and copy such books and records during that period. SERVICE PROVIDER shall give Client reasonable written notice of any such audit. 15 Force Majeure 15.1. No Party shall be liable for any delay or failure to perform its obligations pursuant to this Master Agreement if such delay or failure is directly impacted due to force majeure, including, but not limited to, act of God, compliance with law which enacted after the date of this agreement, storm, flood, earthquake, war, rebellion, revolution or strike or any other event, happening or occurrence beyond the reasonable control of any Party. For the purposes of this Section, the term “force majeure” shall not include shortage of funds or cash flow difficulties. 15.2. If the force majeure conditions persist for ninety (90) days or more, the Party so affected may terminate this Master Agreement by giving thirty (30) days’ prior written notice to the other Party. 16 Assignment 16.1. The Parties acknowledge that this Master Agreement is personal and that neither Party shall assign all or any part of the ben efit of or its interest in this Master Agreement without the prior written consent of the other Party. 17 Notices 17.1. A notice, approval, consent or other communication pursuant to this Master Agreement shall be in writing, and shall be sent to the address of the Primary Contact specified on the Master Agreement cover, with copy sent to the person indicated below, by (i) a national courier service that provides tracking and evidence of delivery; (ii) certified mail (return receipt requested); (iii) electronic mail, provided that upon completion of transmission, receipt is confirmed in writing by the receiving Party. Notic e shall be deemed given upon receipt, or refusal to sign the requested receipt. Copy to: (Addres) 17.2. Either Party may be entitled to change the address for notices by giving written notice to that effect to the other.
  • 10. Page 9 of 10 18 Attorney’s Fees 18.1. Each Party shall pay its own legal fees incidental to the preparation and execution of this Master Agreement. 18.2. If either Party commences an action against the other Party arising out of or in connection with this Master Agreement, or in the event of a voluntary arbitration proceeding between the Parties relating to this Master Agreement, the prevailing Party shall be entitled to have and recover fromthe losing Party reasonable attorneys’ fees, costs of suit, investigation costs, discovery costs, and expert witness fees and costs, including costs of appeal based on the arbitration decision. 19 Complaints and Appeals Resolution 19.1. As part of SERVICE PROVIDER’s accreditation under ISO 14065, SERVICE PROVIDER is required to maintain a documented process for handling appeals and complaints arising from Services provided hereunder. The SERVICE PROVIDER Corporate Complaint, Appeal and Dispute Investigation Procedure is publicly available at http://www.Service Providerglobalservices.com/your-feedback. Client shall have the right to appeal the findings of a verification or validation statement as set out therein. 20 Governing Law and Jurisdiction 20.1. This Master Agreement is governed by, and interpreted in accordance with the substantive laws of the Republic of Indonesia exclusive of any rules with respect to conflicts of laws. 20.2. Client consents to the jurisdiction ofRepublic of Indonesia, and all proceedings shall take place in Jakarta, Indonesia, and shall be conducted inBahasa Indonesia. 21 General 21.1. No variation, modification or waiver of any provision of this Master Agreement nor consent to any departure by any part thereof shall in any event be of any force or effect unless the same shall be confirmed in writing, signed by the Parties, and then such variation, modification, waiver or consent shall be effective only to the extent for which it may be made or given. 21.2. No failure, delay, relaxation or indulgence on the part of either Party in exercising any power or right conferred upon such Party in terms of this Master Agreement shall operate as a waiver of such power or right, nor shall any single or partial exercise of any such power or right preclude any other or future exercise thereof or the exercise of any other power or right under this Master Agreement. 21.3. If any provision (whether a whole Section or not) of this Master Agreement shall be invalid, not enforceable or illegal in accordance with its terms, all other provisions that are self-sustaining and capable of separate enforcement without regard to the invalid provisions shall be and continue to be valid and enforceable in accordance with their terms. 21.4. Except where reference is made in this Master Agreement to other documents or provisions of other documents, this Mas ter Agreement constitutes the sole and entire agreement between the Parties and no warranties, representations, guarantees or oth er terms or conditions of whatsoever nature not contained and recorded herein shall be of any force or effect. To the extent th e terms of a specific Proposal expressly contradict these terms of the Master Agreement, the terms of such Proposal shall govern with respect to the specific Project that is subject to such Proposal. 21.5. Nothing in this Master Agreement shall constitute or be taken to constitute either Party to this Master Agreement as the agent, partner, joint venture or employee of the other for any purposes whatsoever and neither Party shall hold out any other Party to this Master Agreement as his agent, partner, joint venturer or employee. To the extent permitted by law, any act or omission of either Party shall not bind or obligate the other except as expressly set forth in this Master Agreement. [Execution Page Follows]
  • 11. Page 10 of 10 EXECUTED on the day of , 20 Signed for and on behalf of Client by its authorized signatory: ………………………………………………………………… Signature of Client’s authorized person ………………………………………………………………… Name of authorized person (block letters) ………………………………………………………………… Position Signed for and on behalf of Scientific Certification Systems by its authorized signatory: ………………………………………………………………… Signature of Provider authorized person _____________________ ………………………………………………………………… Name of Provider authorized person Executive Vice President ………………………………………………………………… Position Execution page to Master Agreement for Verification and Validation Services