Generic Draft Template - Emission Reduction Purchase Agreement (ERPA)

Emission Reduction Purchase Agreement (ERPA) Draft

1. Parties:

This Emission Reduction Purchase Agreement (the "Agreement") is entered into on [Date] by and between:

Seller:

[Legal Name of Seller]

[Address]

[Contact Information]

Buyer:

[Legal Name of Buyer]

[Address]

[Contact Information]

2. Background:

Whereas, the Seller operates a carbon offset project generating emission reductions;

Whereas, the Buyer desires to purchase and the Seller desires to sell a specified quantity of emission reductions generated by the project;

Now, therefore, in consideration of the mutual covenants contained herein, the parties agree as follows:

3. Definitions:

- Emission Reductions (ERs): The certified and verified reductions in greenhouse gas emissions as recognized by applicable regulatory bodies.

4. Quantity and Price:

- The Seller agrees to deliver to the Buyer [Specify Quantity] of certified ERs.

- The agreed-upon price for each ER is [Specify Price], subject to adjustments as outlined in this Agreement.

5. Delivery and Payment Schedule:

- Delivery of ERs shall occur [Specify Timeline].

- Payment for the delivered ERs shall be made within [Specify Timeline] from the date of delivery.

6. Consequences of Non-Delivery:

- In the event of non-delivery by the Seller, the Buyer may, at its discretion, request delivery or seek compensation as outlined in this Agreement.

7. Consequences of Default:

- If the Buyer fails to make payments for delivered ERs, penalties may apply as per the terms specified herein.

8. General Obligations:

- Seller: The Seller shall be responsible for verification, certification, project operations, and timely delivery of ERs.

- Buyer: The Buyer shall set up an account to receive ER deliveries, pay for the ERs promptly, and communicate with relevant regulatory bodies as required.

9. Project Risks:

- Risks associated with project performance, institutional/regulatory changes, financial market fluctuations, and other relevant factors shall be managed as per the risk mitigation strategies outlined in this Agreement.

10. Emission Reduction Pricing:

- The pricing structure for ERs shall be [Specify Pricing Structure - Fixed/Floating/Combination].

11. Governing Law:

- This Agreement shall be governed by and construed in accordance with the laws of [Specify Jurisdiction].

12. Miscellaneous:

- Force Majeure: Neither party shall be liable for any failure or delay in performance due to events beyond their reasonable control.

- Confidentiality: Both parties agree to keep all information related to this Agreement confidential.

- Amendments: No amendments or modifications to this Agreement shall be valid unless in writing and signed by both parties.

- Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements or understandings, whether oral or written.

IN WITNESS WHEREOF, the parties hereto have executed this Emission Reduction Purchase Agreement as of the Effective Date.

Seller:

[Signature] [Date]

[Printed Name and Title]

Buyer:

[Signature] [Date]

[Printed Name and Title]