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PES Contract Clauses > Boilerplate Example 1

  1. Miscellaneous.
    1. Confidential Information. The parties shall treat the terms of this agreement and all information specifically identified as confidential under or in connection with the agreement (collectively, "Confidential Information") as confidential and may neither disclose Confidential Information nor use it other than for bona fide purposes connected with this agreement without the prior written consent of the other party, except that consent is not required for disclosure:
      1. To directors or employees of a party and persons professionally engaged by a party, any financial institution that is offering or may offer finance related to the Project, any intended assignee of the rights and interests of a party under this agreement, if the person to whom Confidential Information is disclosed is required by the disclosing party to treat the Confidential Information as confidential in favor of the other party on terms substantially the same as those set out in this clause 12.1; or
      2. To the extent legally required by applicable law, or by a governmental entity, agency or regulatory authority having jurisdiction over the disclosing party; or
      3. To the extent that the Confidential Information is in or lawfully comes into the public domain other than by breach of this clause 12.1.
    2. Assignment. Neither party shall assign or transfer its rights or obligations under this agreement to a third party without the prior written consent of the other party to this agreement, such consent not to be unreasonably withheld.
    3. Waiver. Failure by either party to enforce any provision of this agreement is not a waiver of that provision or of any future breach of that provision, and in no way affects that party’s right to require performance under this agreement thereafter.
    4. United Nations Convention on Contracts for the International Sale of Goods and Contracts (Rights of Third Parties) Act. The United Nations Convention on Contracts for the International Sale of Goods and Contracts (Rights of Third Parties) Act* does not apply to this agreement.
    5. Entire Agreement. This agreement is the entire agreement between the parties concerning the purchase and sale of VER and supersedes any prior agreements, understandings, or representations with respect to the purchase and sale of VERs. Any modification of this agreement must be in writing and signed by each party.
    6. Severability. If any provision of this agreement is held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction, such holding will not affect the validity, legality, and enforceability of the remaining provisions.
    7. Notices. Any notice that is required or permitted by this agreement must be in writing, in English, and must be delivered personally, by courier, postal mail, email (with return receipt confirmation), or facsimile to the address provided below:

If to the Seller Representative:

Address:
Phone:
Fax:
Email:

If to the Buyer:

Address:
Phone:
Fax:
Email:

Notes

The United Nations Convention on Contracts for the International Sale of Goods and Contracts (CISG) is a treaty containing uniform international sales law that has been ratified by most major trading countries in the world (except, as of November 2010, Brazil, Africa, India, and the United Kingdom). It is equivalent to the Uniform Commercial Code Article 2 (Sales) in the United States. Parties to a contract may opt out of application of the CISG, but they must do so explicitly.

Context of this Clause:

  • Forward purchase agreement
  • Ecosystem service: forest carbon emission reductions
  • Numerous sellers (Participating Landholders) are represented by an individual (the Seller Representative)

About: Boilerplate

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