Agreement - USA V2.1

information any information received or developed by Carbon Friendly during the term of this Services Agreement, which is not publicly available and relates to processes, equipment and techniques used by Carbon Friendly in the course of Carbon Friendly performing the Services, including but not limited to all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts whether or not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information;

Schedule 2 – Terms and Conditions 1

Definitions and Interpretation

1.1 Definitions In these Terms and Conditions and the attached Schedules, the following words have the following meanings: Additional Services means any additional services which are determined by Carbon Friendly and the Client to be necessary for the proper completion of the project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Services Agreement and fall outside scope of the Specification;

Data means the data provided in the Data Capture Template by the Client to Carbon Friendly pursuant to Clause 6(d); Data Capture Template means the template provided to the Client by Carbon Friendly to capture data required by Carbon Friendly to properly conduct the GHG Assessment;

Business Days means any day other than a Saturday, Sunday or a holiday on which banks are closed for business in Queensland;

Data Processing and Validation means the processing and validation of data provided by the Client to Carbon Friendly for the purpose of Carbon Friendly conducting the GHG Assessments. This process involves reviewing, reconciling, revising, validating, and verifying the Data to ensure its accuracy, consistency, and compliance with established standards;

Carbon Friendly means Carbon Friendly (US) LLC and its associated companies; Claims mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise);

Facilities mean working space, access to land, associated improvements, computer equipment, access to the internet and the Client's computer network, telecommunications system etc, and includes not only access to such resources but also use of them to the extent required by Carbon Friendly to perform the Services;

Commencement Date means the later of the date specified as such in the Specification or the date this Service Agreement is signed by the Client; Completion Date means the date it estimated that Carbon Friendly shall provide its Reports and/or findings as set out in the Specification;

Fee(s) means the fees for the Services set out in Schedule 1;

Confidential information means any information disclosed by or on behalf of one Party (the “Discloser”) to the other Party (the “Recipient") in connection with this Services Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the Recipient (acting reasonably) to be confidential; and includes but is not limited to, this Services Agreement, proprietary information, business know-how, trade secrets, business plans, strategies, employee and customer information, financial

Force Majeure Event means any occurrence or omission as a direct or indirect result of which the Party relying on it is prevented from or delayed in performing any of its obligations under this Services Agreement and which is beyond the reasonable control of that Party and could not have been prevented or mitigated by reasonable diligence or precautionary measures, including forces of nature, natural disasters, acts of terrorism, riots, revolution, civil commotion, epidemic,

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industrial action and action or inaction by a government agency;

Services mean the services to be performed

by Carbon Friendly for the Client as set out in the Specification, attached hereto as Schedule 1, in accordance with the terms of this Services Agreement;

GHG Assessment means the process of calculating greenhouse gas emissions using recognised standardised methods and models;

Services Agreement means these Terms and Conditions and any Schedules attached hereto.

Specification means the written specification of Services, as attached to this Services Agreement as Schedule 1, as amended from time to time by written agreement between the Parties.

Input Data Source Documentation means supporting documents for input data provided for the GHG Assessment, which may include (but is not limited to) accounting records and on-farm operational records;

Third Party Verifier means the Third Party conducting the Third Party Verification;

Intellectual Property means all current and future registered and unregistered rights in respect of trademarks, patents, copyrights, databases, domain names, trade or business names, processes, know-how, designs and all other intellectual property;

Third Party Verification means an external, independent review process aimed at ensuring the accurate and proper application of the Carbon Friendly program methodology in the GHG Assessment;

ISO Standards mean the International Organisation for Standardisation (ISO) standards which represents best practices in the field of GHG Assessments;

Third Party Verification Fees means the fees specified as such in the Specification attached as Schedule 1.

Losses mean all losses including financial losses, damages, legal costs and other expenses of any nature;

1.2 Interpretations In this Services Agreement, unless the context otherwise requires:

Named Consultant(s) means those parties as nominated by Carbon Friendly from time to time who will be providing the Services and whose names, job titles and level of qualifications will be provided to the Client; Parties mean Carbon Friendly and the Client(s), and Party means either one of them; Report means the findings and outcome of the GHG Assessment documented by Carbon Friendly; Sales Tax means the tax imposed by state and local governments on the sale of goods and certain services. All amounts expressed to be payable by any party under this Agreement are exclusive of any sales tax or any similar or equivalent taxes Secondary Data mean means data that is not Primary Data and is either estimated data or published data, and not specific to the operation or system Carbon Friendly is assessing;

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(a)

words importing any gender include every gender;

(b)

words importing the singular number include the plural number and vice versa;

(c)

words importing persons include firms, companies and corporations and vice versa;

(d)

references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to this Services Agreement;

(e)

reference in any schedule to this Services Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;

(f)

any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

(g)

the headings to the clauses and schedules of this Services Agreement

are not to affect the interpretation; (h)

(i)

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(a)

any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by law made under that enactment; and

(b) Carbon Friendly shall perform the Services in accordance with the ISO Standards (or any substitute or alternative certifying authority).

the word "including" (and related forms including "includes") shall be understood as meaning "including without limitation".

(c)

Services

2.1 Services provided by Carbon Friendly (a)

In consideration of the payment of the Fee(s) by the Client to Carbon Friendly, Carbon Friendly will provide the Services described in the Specification to the Client in accordance with these Terms and Conditions.

Timescales for the provision of Services

(a)

Carbon Friendly will commence provision of the Services on the Commencement Date. The Client acknowledges that the time and place for the performance of the Services may vary dependent upon: (i)

the availability of Carbon Friendly's staff and/or agents to perform the Services; and/or

(ii)

the Client providing Carbon Friendly with the Data recorded in the Data Capture Template pursuant to Clause 7(d).

The Client acknowledges that the ISO Standards (or any substitute or alternative authority) may limit or override any provisions of this Services Agreement (including the Specification or anything else agreed by the Parties).

(d) The Parties acknowledge that Carbon Friendly is required to make its results and reports publicly available in accordance with ISO 14064-2 Standard.

(b) Carbon Friendly shall provide the Services with the degree of care, skill and diligence as reasonably expected from a qualified, competent and experienced provider of services of a similar type and complexity as the Services.

2.2

The Parties acknowledge that Carbon Friendly has certain compliance obligations, due to Carbon Friendly's ISO certification.

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Specification

(a)

Carbon Friendly shall endeavour to provide the Services as described in the Specification in accordance with the terms of this Services Agreement. The time estimates for the provision of the particular Services, and the Fees to be paid for the Services are set out in the Specification (Schedule 1).

(b) For Carbon Friendly to commence providing the Services as stated in the Specification, the Client must first provide a signed copy of the Services Agreement to Carbon Friendly to indicate the Client's acceptance of the content of the Specification and these Terms and Conditions. (c)

(b) Subject to Clause 2.2(a), Carbon Friendly will endeavour to carry out its obligations in accordance with the timescales set out in the Specification, where stated.

Notwithstanding the foregoing, the Client acknowledges and agrees that time is not of the essence for any dates or times when Services are due to be performed. In no event shall Carbon Friendly be liable for any delay in providing the Services.

The Specification may be varied or amended as agreed by the Parties from time to time, in writing. Any variation or amendment to the Specification shall be clearly indicated (including any additional or variation in Fees to be paid by the Client).

(d) The Client’s signature to this Services Agreement shall be regarded as authority granted by the Client to Carbon Friendly for it and its Named Consultants to enter upon the Facilities.

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2.3 Professional Bodies

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Location

Carbon Friendly will provide the Services in such places and locations as set out in the Specification, or as agreed in writing from time to time.

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Fees and Expenses

(a)

In consideration of Carbon Friendly providing the Services to the Client, in accordance with this Services Agreement, the Client will pay Carbon Friendly the Fees.

to require the Client to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and

(iii)

not to perform any further Services (or any part of the Services).

(g) When making a payment the Client must quote relevant reference numbers and the invoice number provided by Carbon Friendly. (h)

(b) Where Carbon Friendly’s Fees are based on an hourly rate, any time spent which is less than an hour is charged on a pro-rated basis. (c)

(ii)

If the Client disputes the whole or any portion of the amount claimed in an invoice submitted by Carbon Friendly, the Client must: (i)

pay the portion of the amount stated in the invoice which is not in dispute in accordance with Clause 5(e)and

(ii)

notify Carbon Friendly in writing (within two (2) days of receipt of the invoice) of the reasons for disputing the remainder of the invoice.

The Fees are exclusive of any Sales Tax.

(d) Payment of any invoice must be made by the Client to Carbon Friendly within seven (7) days following receipt of Carbon Friendly’s invoice. (e)

(f)

Carbon Friendly is permitted to charge for all costs and expenses incurred in performing the Services, including but not limited to airfares, vehicle hire, fuel, accommodation, meals, photocopying, courier services, postage, soil sample costs, acquisition of farm maps, provided such expenses are approved by the Client prior to being incurred.

(i)

The Client acknowledges that, upon the signing this Services Agreement, fifty percent (50%) of the Fee(s) shall be due and payable. It is also acknowledged and agreed by the Client that the Fee has been calculated as outlined in Schedule 1.

(j)

If the Client requires Carbon Friendly to perform any Additional Services, Carbon Friendly will charge a service fee as outlined in Schedule 1 for such Additional Services. Any Additional Services will be agreed by the Parties in writing prior to Carbon Friendly commencing any Additional Services.

(k)

For the avoidance of doubt, Additional Services include (but are not limited to):

If the Client does not make a payment by the due date stated in an invoice or as otherwise provided for in the Agreement, Carbon Friendly is entitled: (i)

to charge interest on any outstanding amount which is not paid by the due date at the rate of 2.5% per year above the Interest Rate, Or the maximum rate permitted by law, whichever is lower, calculated from the due date until the date of actual payment. The non-payment of fees and the accrual of interest shall not prejudice the nonbreaching party's right to pursue other remedies available under this Agreement or applicable law.

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(i)

where the Client requests any amendment to the Data after the Client has submitted the completed Data Capture Template to Carbon Friendly pursuant to clause 6(d) and such amendments result in additional Data Processing and Validation or GHG Assessment work; and/or

(ii)

where the Client requests amendments to the Report after the

draft Report has been approved (or deemed approved) by the Client pursuant to clause 7(a); (l)

Friendly. (d) The Client shall provide to Carbon Friendly all requested data including a fully and comprehensively completed Data Capture Template within sixty (60) business days of receiving the Data Capture Template. In the event that the Client cannot meet the agreed to time limit, the Client shall inform Carbon Friendly in writing of the additional time required for Carbon Friendly to adjust the project timeline.

The Client acknowledges that a progress payment invoice will be issued for the work completed up to the date of the progress payment invoice, should the Client not provide Carbon Friendly with the required data and/or the fully and comprehensively completed Data Capture Template within sixty (60) Business Days of receiving a list of the required information or the Data Capture Template pursuant to clause 6(d) .

(e)

Once the completed Data Capture Template is received by Carbon Friendly, Carbon Friendly shall confirm receipt of the same in writing to the Client. The Client shall have five (5) Business Days to make any further amendments to the Data, thereafter the Data will be deemed approved and Carbon Friendly shall commence the GHG Assessment of the Data. Subject to Clause 6(f) no further amendments to the Data shall be permitted after the GHG Assessment has commenced.

(f)

If the Client requires amendments to the Data after Carbon Friendly has commenced the GHG Assessment the Client shall submit an amended completed Data Capture Template to Carbon Friendly, and the Client will be responsible for any and all additional fee and expenses incurred by Carbon Friendly in recommencing the GHG Assessment based on any amendment to the Data.

(m) The Client shall also be responsible for any Third Party Verification Fees (if applicable) as specified in Schedule 1.

Notwithstanding the foregoing, the Client acknowledges that is shall be responsible for subsequent Third Party Verification Fees if any additional Data updates or amendments are requested by the Client after the GHG Assessment has been through the Third Party Verification process.

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Client's Obligations

(a)

During the performance of the Services, the Client will: (i)

co-operate with Carbon Friendly as Carbon Friendly reasonably requires;

(ii)

provide the information and documentation that Carbon Friendly reasonably requires;

(iii)

make available to Carbon Friendly such Facilities as Carbon Friendly reasonably requires; and

(iv)

ensure that the Client's staff and agents co-operate with and assist Carbon Friendly.

(g) The Client warrants to Carbon Friendly that all data delivered by the Client to Carbon Friendly will be complete and accurate.

The Client shall have full responsibility and liability in respect of the data (including but not limited to the origin of such data, its reliability, accuracy and completeness) delivered by the Client to Carbon Friendly.

The Client shall indemnify and hold Carbon Friendly harmless in relation any Losses it incurs relating to a breach of the warranty in this Clause 6(g). For the avoidance of doubt, Carbon Friendly shall have no responsibility or liability for the completeness or accuracy of the data delivered by the Client to Carbon Friendly.

(b) The Client will not charge for Carbon Friendly's use of the Facilities made available by the Client. (c)

If the Client does not provide the Data and Facilities that Carbon Friendly reasonably requires (and within the time period reasonably required by Carbon Friendly) to perform the Services, the Client shall pay any additional costs and expenses which are reasonably incurred by Carbon

(h)

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The

Client

shall

not

unreasonably

withhold its consent and/or approval to any matters which require such consent and/or approval and furthermore in connection with the Services to be performed in accordance with this Services Agreement. (i)

The Client acknowledges that the Third Party Verifier may from time-to-time conduct audits of its Third Party Verification processes and the Client will co-operate with third-party auditing of such processes by external auditors whom the Client acknowledges and agrees shall be permitted to undertake such audits on a random basis.

(j)

The Client shall maintain full and accurate records of all Input Data Source Documentation for a minimum period of five (5) years following the Commencement Date.

(k)

The Client shall co-operate with and promptly respond to requests by Carbon Friendly to verify Input Source Documentation Data and other material including co-operating with and facilitating the performance of site GHG Assessment audits (either by Carbon Friendly or third party auditors).

(l)

The Client shall provide copies to Carbon Friendly of all original soil data results as requested by Carbon Friendly or its third party auditors.

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Provision of Report(s) and Intellectual Property

(a)

On completion of the Services Carbon Friendly shall provide the Client with a draft Report (“Draft Report”). The Client shall have ten (10) Business Days to review the Draft Report and advise on any amendments. Should the Client not provide comments or amendments within ten (10) Business Days of receipt of the Draft Report, the Draft Report shall be deemed accepted by the Client, and Carbon Friendly shall submit the Report to the Third Party Verifier for Third Party Verification.

(b)

If the Client requests any amendments to the Report after Carbon Friendly has submitted the Report to the Third Party Verifier for Third Party Verification, the Client shall;

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(i)

be charged the fees for any Additional Services provided by Carbon Friendly relating to the amendment of the Report pursuant to clauses 5(k) and 5(l)(ii); and

(ii)

any subsequent Verification Fees.

Third

Party

(c)

Notwithstanding anything to the contrary contained in this Services Agreement, Carbon Friendly shall retain all of its intellectual property rights in the Report(s) (or in any other material created or prepared by Carbon Friendly in performing the Services, and whether or not provided to the Client) and in its methodologies and methods of analysis, ideas, concepts, expressions, know how, methods, techniques, skills, knowledge and experience whether now possessed by the Carbon Friendly or hereafter acquired by Carbon Friendly (“Carbon Friendly IP”). The Reports prepared by Carbon Friendly for the Client will inherently contain and/or imbed Carbon Friendly IP. Carbon Friendly hereby grants, and where relevant shall procure the necessary consents and licences to grant, to the Client for the duration of the Contract a non-exclusive, nontransferable, irrevocable and royalty free licence to use Carbon Friendly IP contained and/or embedded in the Report(s), for the Client’s internal business purposes only.

(d)

Unless otherwise agreed by the Parties in writing: (iii)

the Client will be entitled to one (1) copy of any report prepared by Carbon Friendly pursuant to this Services Agreement;

(ii)

the Client shall only be entitled to use any reports prepared by Carbon Friendly pursuant to this Services Agreement, for the Client's own internal business purposes;

(ii)

notwithstanding clause 7(e) the Client will not publish or disclose any Reports or any of the contents thereof, or any commentary, recommendations or other information contained therein, or any extract or summary therefrom or thereof, to any other person or

entity without Carbon Friendly’s express prior written consent, not to be unreasonably withheld or delayed.

(v)

Carbon Friendly shall have no liability to any other person or entity, should a Report or any of its contents thereof, or any commentary, recommendations or other information contained therein, or any extract or summary therefrom be disclosed to any other person or entity, with or without Carbon Friendly’s consent. The Client shall indemnify and hold harmless Carbon Friendly in respect of any Losses Carbon Friendly incurs or suffers arising out of or in connection with a third-party Claim.

(e)

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Completion of the Services

(a)

On completion of the Services, Carbon Friendly shall: (i)

notify the Client in writing that the Services had been completed;

(ii)

supply any final report to the Client (“Report”); or

(iii)

(if applicable) a certificate of completion; and

(vi) to the extent that the information is

available in the public domain or is known or becomes known to that party from a source independent of the other party without any person being in breach of any relevant confidentiality arrangement; or

(vii) to the extent required by law or a

stock exchange, provided the disclosing party takes all reasonable steps to consult on the form and content with the other party prior to release.

(iv) send a final invoice to the Client.

(b) The Parties agree any or all of the items listed in clause 8(a) above constitute and are agreed to comprise prima facie evidence of compliance with all steps required for performing and delivery of the Services 9

(b)

The Client Acknowledges that Carbon Friendly’s obligations in relation to the protection of Confidential Information, specifically excludes any obligations which Carbon Friendly has in relation to reporting assumed by it via its ISO regulation or other regulatory compliance requirements.

(c)

Each Party shall maintain Confidential Information in confidence and shall exercise in relation to the Confidential Information no lesser security measures and degree of care than those which the Recipient applies to its own Confidential Information.

(d)

It is acknowledged by both parties that a breach of this clause 9 is a material breach of this Services Agreement and will allow the other party to immediately terminate this Services Agreement and any access to the other party’s products or services.

(e)

The Parties acknowledge and agree that any breach by the parties of their obligations under this clause 9 could result in irreparable harm to the other party for which there is no adequate remedy; and therefore, upon any such breach or threat thereof, the parties will be entitled to injunctive and other appropriate equitable relief (without the necessity of proving damages, or posting bond or other security), in addition to whatever remedies the parties may have at law.

Confidentiality (a)

Each Party, including their respective officers, employees, agents and contractors, must keep confidential: (i)

all Confidential Information;

(ii)

this Services Agreement and its terms;

(iii)

matters the subject of all negotiations leading to the preparation of this Services Agreement,

to the extent required by that party’s directors, officers, employees, professional advisers or financiers in relation to the preparation and performance of this Services Agreement;

and must not disclose or discuss any of these things except: (iv) with the prior written approval of

the other party;

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The Recipient agrees to indemnify the Discloser fully against all liabilities, costs and expenses which the Discloser may incur as a result of any breach of this clause 9 by the Recipient.

(f)

(g)

(h)

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No warranty

(a)

Carbon Friendly provides no warranty that any result or objective can or will be achieved or attained at all or by the Completion Date or any other date, whether stated in this Services Agreement or elsewhere.

(b)

Each of the Parties acknowledges that, in entering into this Services Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Services Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Services Agreement to the fullest extent permitted by law.

At the termination of this Services Agreement, or when earlier directed by the Discloser:

(i)

all Confidential Information must be returned to the Discloser, including all copies of the Confidential Information or any extracts or summaries of the Confidential Information that the Recipient makes and any software that the Recipient creates based on the Confidential Information; and

(ii)

the Recipient must erase and destroy any copies of any software containing or comprising the Confidential Information in the Recipient's possession or under the Recipient's control or that may have been loaded onto a computer possessed or controlled by the Recipient.

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Accuracy Data and GHG Assessment (a)

The calculations and analyses undertaken by Carbon Friendly in preparing the GHG Assessment will be based upon the (i) Data provided by the Client and (ii) Secondary Data, where it is applied using the methodology described in the Carbon Friendly Certification Standard / Procedure V1.4 (CFAS-IP AUST 2110771).

(b)

The Services require Carbon Friendly to give its opinions, advice and assistance to the Client. The Parties acknowledge and agree that Carbon Friendly may give an opinion or an interpretation on a set of facts, data, samples or an issue based on the set of facts, data and samples provided by the Client to Carbon Friendly. Carbon Friendly, acting reasonably, shall be entitled to rely on the accuracy or adequacy of any data, information, materials or services provided by the Client to Carbon Friendly for the provision of the Services.

(c)

The Client acknowledges and agrees that where Carbon Friendly has received insufficient data for a specific requirement, Carbon Friendly may make informed and/or referenced assumptions based upon the data and material available to Carbon Friendly and that it will comment upon and

This obligation shall survive the termination of this Services Agreement.

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Use of Subcontractors and Third Parties

(a)

Carbon Friendly reserves the right to employ or use sub-contractors or third parties to provide some or all of the Services.

(b)

Carbon Friendly shall remain liable for any of the Services that are provided by any of Carbon Friendly's subcontractors.

(c)

Any work undertaken by any of Carbon Friendly's subcontractors is to be undertaken to the same standards as stated in the Specification.

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independent contractor, any employee or contractor of Carbon Friendly.

Non-Solicitation of Personnel During the term of the Services Agreement, and for a period of six (6) months after it ends, the Client may not directly or indirectly solicit for employment, or attempt to solicit for employment any employee, contractor or agent of Carbon Friendly, whether on a part time, full time or casual basis or as an

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document such assumptions in its Reports. (d)

Although Carbon Friendly undertakes several validations on the Data and the results of modelling to ensure that its results are as reliable as possible, the Client acknowledges and agrees that complete accuracy may not be achieved.

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Liability and Indemnities

(a)

The Client must indemnify and hold harmless Carbon Friendly from and against all Claims and Losses arising from loss, damage, liability, injury to Carbon Friendly, its employees and third parties, infringement of third party intellectual property, or third party losses because of or arising out of any information supplied to the Client by Carbon Friendly, its employees or consultants, or supplied to Carbon Friendly by the Client within or without the scope of this Services Agreement.

(b)

Neither Party shall be liable to the other Party, under any cause of action including breach of contract, tort (for negligence or otherwise), indemnity or warranty for any loss of profits, loss of use of property, loss of opportunity or any type of indirect or consequential damages.

(c)

Nothing shall exclude or limit the liability of either Party for death or personal injury caused by its negligence, or for fraud or any other liability which may not be excluded or limited by law.

(d)

(e)

information contained in this Services Agreement and/or the reports produced pursuant to it. (f)

15 (a)

Notwithstanding any other provision of this Services Agreement, Carbon Friendly's liability to the Client in any circumstance whatsoever including for breach of this Services Agreement, or for any common law or statutory cause of action (to the extent that it is possible to exclude or limit such liability) in tort (for negligence or otherwise) or any other basis in law or equity, is limited to an amount equal to the Fees paid by the Client to Carbon Friendly for the Services in the twelve (12) months preceding the claim.

The parties hereto further acknowledge and agree specifically that the fees and undertakings agreed to by Carbon Friendly have been calculated and agreed on the basis that it shall not be responsible for any consequential, indirect or other loss sustained by the Client as a result of this Services Agreement, the reports produced pursuant to it, or any other matters touching upon or relating thereto.

Termination Without limiting its other rights or remedies, either Party may terminate this Services Agreement with immediate effect by giving written notice to the other if the Party if; (i)

either Party commits a material breach of any of its obligations under this Agreement (which in the case of a breach capable of remedy has not been remedied to the satisfaction of the notifying Party within fourteen (14) days' of receipt of the breach notice identifying the breach and requesting remedy);

(ii)

the other Party suspends or ceases to operate all, or a substantial part, of its business;

(iii)

either Party becomes insolvent, or it is declared bankrupt, or it is placed into receivership, administration or liquidation, or a petition has been presented for its winding up, or it enters into any arrangement or composition for the benefit of its creditors, or it is unable to pay its debts as they fall due and any required repayment of funds would be in accordance with and pursuant to any dissolution or liquidation proceeding;

(iv) the

right for either Party to terminate this Services Agreement as a result of a Force Majeure Event arises pursuant to clause 17.1 (Force Majeure) of this Services Agreement;

To the extent permitted by law, Carbon Friendly disclaims all liability for any loss, damage, expense or cost incurred by any person arising from the use of the

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Agreement for any delays or failures in performance of this Services Agreement which result from a Force Majeure Event.

Despite anything in this Services Agreement to the contrary, either Party may terminate this Services Agreement upon the giving of at least two (2) months' written notice to the other Party of the intention to terminate this Services Agreement.

(b)

In addition to the grounds by either Party set out in this clause 15 above, Carbon Friendly may terminate this Services Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any sums due to Carbon Friendly in accordance with Clause 5 of these Terms.

(c)

On termination of this Services Agreement, the Client must immediately pay all of Carbon Friendly’s outstanding unpaid invoices, including for all;

(d)

(b)

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(a)

(ii)

Public Liability Insurance for an amount of not less than $20 million dollars, per occurrence;.

17.4 Entire Agreement (a)

On request by the Client, Carbon Friendly will make available for inspection by the Client, certificates of currency in respect of the above insurance policies.

This Services Agreement contains the whole Agreement between the Parties in respect of the subject matter of Agreement and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter.

(b) The Parties confirm that they have not entered into this Services Agreement on the basis of any representation that is not expressly incorporated into this Services Agreement.

General

17.1 Force Majeure (a)

Subject to clause 17.3(b)neither Party may assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Services Agreement without the prior written Agreement of the other Party.

(b) A Party may assign and transfer all its rights and obligations under this Services Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Services Agreement.

During the term of this Services Agreement, Carbon Friendly will maintain in force a full and comprehensive insurance policy of an appropriate level in respect of its activities in delivering the Services, including but not limited to: Workers Compensation to the full extent required by law; and

If such circumstances continue for a continuous period of more than six (6) months, either Party may terminate this Services Agreement by written notice to the other Party.

17.3 Assignment

Insurance

(i)

(c)

This Services Agreement may only be amended in writing and signed by a duly authorised representative of each Party.

(ii) expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by Carbon Friendly for the performance of the Services prior to the date of termination.

(a)

The Party affected by such circumstances must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

17.2 Amendments

(i) Services supplied but for which no invoice has been submitted Carbon Friendly; and

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(b)

Neither Party has any liability under or be deemed to be in breach of this Services

17.5 Waiver

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(a)

No failure or delay by either party exercising any right, power or privilege under this Services Agreement will impair the same or operate as a waiver of the same nor will any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.

or disclose any information regarding this Services Agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of the other Party to its terms.

(b) The rights and remedies provided in this Services Agreement are cumulative and not exclusive of any rights and remedies provided by law.

(b) No Party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.

17.6 Agency, Partnership etc

17.10

(a)

This Services Agreement does not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Services Agreement.

(b)

Neither Party may, nor represent that it has, any authority to make any commitments on the other Party's behalf.

A notice or other communication connected with this Services Agreement has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by pre-paid post to the address of the addressee as set out in this Services Agreement or sent by e-mail to the e-mail address of the addressee.

17.11

Work, Health and Safety

Each Party must comply with all relevant work, health, safety and welfare standards and regulations determined by the other Party or as prescribed by legislation.

17.7 Further Assurance Each Party to this Services Agreement must at the request and expense of the other execute and do any deeds and other things reasonably necessary to carry out the provisions of this Services Agreement or to make it easier to enforce.

17.12

Counterparts

The Services Agreement may be executed in any number of counterparts and will be binding when executed by all parties. All counterparts taken together will be taken to constitute one Agreement.

17.8 Severance

17.13

If any provision of this Services Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Services Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Services Agreement. It will not in any way affect any other circumstances of or the validity or enforcement of this Services Agreement.

Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the United States, excluding its conflict of law principles. Any dispute shall be exclusively resolved through arbitration in the state where the services under this Agreement have been performed, in accordance with the rules of the American Arbitration Association.

17.9 Announcements (a)

Notices

Subject to clause 17.9(b) no Party shall issue or make any public announcement

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