[COMPANY]Master Agreement (MSA)

This Master Services Agreement (“Agreement”) is made and entered into as of the ____ day of _____________ 202___ (the “Effective Date”) by and between [COMPANY] America Inc. (“[COMPANY]”), a corporation organized and existing under the laws of the [STATE], with a place of business at [ADDRESS], [ADDRESS] and XXXX (”Customer”) with its place of business at XXXX. [COMPANY] and Customer, collectively referred to as Parties, agree as follows:

Services/Statements of Work.

From time to time, the Customer may engage [COMPANY], on an independent contractor basis, for [COMPANY] validation and/or verification services (the “Services”) as set forth in a statement of work (“SOW”) entered into between Customer and [COMPANY] incorporating the terms and conditions of this Agreement by reference. Each such SOW will set forth the scope of Services, deliverable schedules and the cost of the Services, which upon execution, shall become part of this Agreement.

Alterations, modifications or adjustments to the original SOW shall be affected by a writing delineating the exact nature of the modification to the original SOW, including but not limited to location, timeline, scope of work, price and any greenhouse gas (GHG) program or legislative issues.

[COMPANY] believes that independence, impartiality, and integrity are a critical part of its mission and core values. We expect our customers, partners, suppliers, and contractors to follow the principles in our Code of Conduct located at https://www.[DOMAIN]/en/-/media/global/pdf-files/code-of-ethics/tvsd_code_of_conduct_brochure_en_230308.pdf.

Customer acknowledges and agrees that the Services are provided in accordance with the terms set forth in the Proposal attached hereto as Appendix A, which is incorporated herein by reference, as if set forth in full.

Fees and Payments.

Unless otherwise agreed in writing between the parties, fees charged by [COMPANY] shall be calculated pursuant to the [COMPANY] proposal and any applicable price schedules of [COMPANY] in effect at the time of acceptance of the SOW.

All new customers are subject to credit approval. [COMPANY] may modify, suspend or withdraw the credit amount or payment terms at any time. If there is doubt as to Customer’s financial condition, [COMPANY] may withhold performance of Services, require cash payments, or advance payments, or require other satisfactory financial security before performance of Services. [COMPANY] may change its fees without notice.

All invoices shall be due net 30 days from invoice date in United States Dollars. Customer agrees that a monthly administrative and finance charge of 1.5% of the outstanding account balance, but not in excess of the maximum allowed by law, will be payable by Customer for any account over 30 days past due. Customer also agrees to pay [COMPANY]’s costs of collection, including attorneys’ fees, incurred in collecting any past due amounts. [COMPANY] reserves the right to suspend performance of Services until payment is received in full for Services rendered. Such suspension of Services may include, without limitation, the refusal to issue a report or certification.