Indigo Carbon agreement

THIS INDIGO CARBON AGREEMENT (“Agreement”) is entered into by and between Indigo Carbon PBC, a Delaware public benefit corporation (“Indigo”), and ______________________________________, a/an ______________________________ (if entity, insert type of entity; if individual, insert “individual”) having a place of business at _________________________________________________ (“Grower”, “You”, or “Your”), effective as of ___________ (the “Effective Date”).

You and Indigo hereby agree as follows:

1. Indigo Carbon Program; Land. You are responsible for enrolling specific fields of Your land in Indigo Carbon. Land enrollment is subject to eligibility requirements as may be established by Indigo in its discretion. You agree to initially enroll _____ acres of Land. This Agreement applies to all Your eligible and enrolled land, including future enrollments (“Land”). To participate in Indigo Carbon, you must be able to demonstrate satisfactory control over at least 150 acres of total farmland, and you must enroll at least one full qualifying field of such Land.
2. Carbon Credits; Payments.
   1. Each carbon credit issued under Indigo Carbon (“Carbon Credit”) represents approximately one verified metric ton of carbon dioxide, carbon dioxide equivalent or other greenhouse gas emissions (“GHGs”) sequestered or avoided, subject to compliance with the rules of Indigo Carbon, the Methodology (defined below) and the applicable registry. The number of verified Carbon Credits that may be issued and allocated to You from Your enrolled Land will be based on the volume of GHGs sequestered or avoided, net of any buffer account contribution or similar holdback mechanisms (“Holdback”) intended to protect against Reversals (as defined in the Additional Terms). The Holdback is approximately 20% of total GHGs sequestered or avoided and is determined by the Carbon Credit issuer and Indigo. You will not receive payment for any part of the Holdback. As a result, the number of verified Carbon Credits generated from Your enrolled Land, and for which You will receive payment under Indigo Carbon, will be lower than the volume of GHGs sequestered or avoided.
   2. All Carbon Credits generated or arising from Your Land shall be registered in Indigo’s name and Indigo shall have all right, title and interest to such Carbon Credits upon generation. You disclaim all right, title and interest to any Carbon Credits and any Carbon Attributes (as defined in the Additional Terms) that may arise from the Land during the Term. The foregoing does not affect any of Your rights to any Farm Service Agency or United States Department of Agriculture subsidies or other payments unrelated to the generation of Carbon Credits or Carbon Attributes.
   3. Indigo will pay You a rate per verified Carbon Credit allocated to Your Land, issued in the name of Indigo and sold by Indigo to a buyer (the “Payment Rate”). The Payment Rate will be net of applicable Indigo and registry fees, as determined by Indigo. While not guaranteed and subject to change, Indigo’s anticipated and target Payment Rate is at least 75% of the weighted average sale price per Carbon Credit sold to a third party from the applicable credit cohort. Payment is subject to (i) Your full compliance with all eligibility requirements and the terms and conditions of Indigo Carbon and (ii) Your status as a participant in good standing of Indigo Carbon. The Payment Rate for any verified Carbon Credits allocated to You during the Term will be determined and established by Indigo in its sole discretion. You will receive the Payment Rate effective as of the date that such verified Carbon Credit is issued to Indigo and delivered to, and paid for by, a buyer identified by Indigo.
   4. Contingent upon Your completion of all Indigo-determined enrollment requirements prior to December 31, 2021, the Payment Rate for each verified Carbon Credit generated and sold through Indigo Carbon from the first issuance and sale after the Effective Date (the “First Sale”) shall be no less than $10.00 per verified Carbon Credit (the “Minimum Payment Guarantee”). The Minimum Payment Guarantee does not apply for any Carbon Credits after the First Sale and is not a guarantee of minimum Carbon Credits generated and/or sold. The Minimum Payment Guarantee only applies to verified Carbon Credits generated from Land that is enrolled and qualified by December 31, 2021 and prior to the First Sale and does not apply to any additional fields added after the earlier of such dates. First Sale must occur no later than December 31, 2022 and only applies to 2021 “vintage” Carbon Credits, as determined by Indigo. First Sale date is to be determined by Indigo. You understand and agree that payments to You under Indigo Carbon may be made by Indigo or an affiliated entity.
   5. PAYMENTS UNDER INDIGO CARBON ARE SUBJECT TO VESTING AND MULTI-YEAR OBLIGATIONS. You agree that: (a) Indigo Carbon payments are subject to vesting in five (5) installments over a period of five (5) calendar years, vesting annually for 50%, 20%, 10%, 10% and 10% of the total payment (in respective order), with the first payment to be made after verification and sale by Indigo of the applicable Carbon Credits, and annual payments thereafter; and (b) a number of events may result in the cessation of vesting and Your outright forfeiture of unvested payments, as set forth in the Additional Terms (such events include, without limitation, Your failure to meet Your obligations under, or the termination of Your participation in, Indigo Carbon).
   6. Indigo makes no guarantees or representations as to any projected or minimum number of Carbon Credits that may be generated. Verification processes, methods, formulas and practices used for the generation of, and payment for, Carbon Credits are in Indigo’s sole discretion.
3. Methodology. The generation of Carbon Credits and Your participation in Indigo Carbon will be subject to a methodology setting forth Carbon Credit qualification, quantification and verification requirements (“Methodology”) that may be selected and applied by Indigo in its sole discretion.
4. Exclusivity. You agree that Indigo Carbon will be the exclusive program for the generation of any Carbon Credits or Carbon Attributes on Your Land. In the event You double-enroll any portion of Your Land, Indigo may, in its discretion, terminate: (a) this Agreement for cause, or (b) Your participation with respect to any Land that is double-enrolled, in either case, without further liability to You, including the forfeiture of any outstanding and/or unvested payments.
5. Data.
   
   1. You are required to maintain and provide Indigo with records of all agricultural practices on a per field basis for the Land as well as other data, documentation and information as required or requested by Indigo to verify Your eligibility for, compliance with, and payment under, Indigo Carbon (“Data”). Data includes “Land Management Records”: records and documentation of all material agricultural, agronomic, cultivation, harvesting and land operation or management practices for Your Land on a field basis (on a current and historical basis) and any other relevant documentation required to verify Your eligibility and compliance with Indigo Carbon. Data will be provided to Indigo promptly upon request in the manner requested. You grant Indigo, its representatives and third-party verifiers the right to enter and access Your Land from time to time to collect Data, including, without limitation, through soil sampling, and monitor Your compliance with the terms of Indigo Carbon. As between You and Indigo, all Data You submit to Indigo, belongs to You. You represent that You own or are authorized to provide Data to Indigo for use according to the terms of this Agreement. You hereby grant Indigo a nonexclusive, unrestricted, worldwide, perpetual, irrevocable, transferrable, sub-licensable, fully paid-up, royalty-free license to access, copy, modify, analyze, create derivative works from, and/or use Your Data for all purposes described in this Agreement, including as further set forth in the Additional Terms.
   2. All information Indigo collects is handled in accordance with, and explained in further detail by, Indigo’s Privacy Policy located at https://www.indigoag.com/privacy-policy and which is incorporated by reference into this Agreement. You also may have certain rights in relation to the information Indigo collects under applicable law as set out in our Privacy Policy.
6. Term. This Agreement has an initial term of five (5) years and will automatically renew for one (1) year terms thereafter (the “Term”). You may terminate Your participation in Indigo Carbon at any time with written notice to Indigo at GrowerContracts@indigoag.com Indigo may terminate this Agreement at any time with or without cause. Upon any termination or expiration of this Agreement or Your participation in Indigo Carbon, all unvested payments shall be forfeited and terminated as of such termination or expiration.
7. Additional Terms.
   1. This Agreement is subject to additional terms and conditions located at indigoag.com/IndigoCarbonTerms (“Additional Terms”), which form an essential part of, and are hereby incorporated by reference into, this Agreement. You agree to abide by any additional rules, policies, or guidelines, and any amendments thereto, that Indigo may establish from time to time, and at any time, for Indigo Carbon.
   2. Indigo may make any updates, amendments, additions and deletions (“Changes”) to the Additional Terms in accordance with the process set forth in the Additional Terms. If You do not object to GrowerContracts@indigoag.com within thirty (30) days of receiving notice of the Changes, You will be deemed to have accepted the applicable Changes.
8. Miscellaneous.
   1. To the extent the Parties have previously executed an agreement governing Your participation in Indigo Carbon, such agreement is cancelled and superseded by this Agreement. This Agreement, and the Additional Terms, constitute the entire understanding of the Parties and no verbal representations or promises made prior to the Effective Date will in any way alter this Agreement.
   2. Grower may not assign or transfer this Agreement, or any rights or obligations under this Agreement, without Indigo’s prior written consent. Indigo may assign its rights and obligations under this Agreement upon written notice to Grower. An electronic signature by a party is binding upon the signing party to the same extent as the original. Each party agrees to execute, acknowledge, and deliver such further instruments, and do all such acts as may be necessary or adequate to carry out the purpose and intent of this Agreement.

The parties have caused this Indigo Carbon Agreement to be executed by their respective duly authorized representatives as of the Effective Date. To the extent Grower is an entity, the individual signing on behalf of Grower below represents and warrants to Indigo that he or she has full power and authority to bind Grower to this Agreement.       

Indigo Carbon PBC                                                                   

By (sign): ________________________________

Name (print): ______________________________ 

Title (if entity): _____________________________

GROWER/YOU                                                                                                                                                                                        

By (sign): __________________________________

Name (print): ________________________________

Title (if entity): _______________________________

Second Signatory (if applicable):

By (sign): __________________________________

Name (print): ________________________________

Title (if entity): _______________________________