Bonterms Standard Agreement
Climate Addendum v.1.0
(Cover Page Version)

This Bonterms Climate Addendum Version 1.0 (Cover Page Version) ("Climate Addendum") is a set of standard terms entered into between Customer and Supplier by executing a Cover Page.

1. Definitions.
   1. “Addendum Effective Date” is specified on the Cover Page.
   2. “Additional Terms” means any additions to or modifications of this Climate Addendum that the parties specify on a Cover Page.
   3. “Cover Page” means a separate document executed by Customer and Supplier which specifies the Key Terms and any Additional Terms and causes them to enter into this Climate Addendum.
   4. “Customer” is identified on the Cover Page.
   5. “Key Terms” means the Addendum Effective Date and Main Agreement.
   6. “Main Agreement” means the separate agreement between Customer and Supplier into which this Climate Addendum is incorporated in accordance with Section 6.2 below.
   7. “SBTi” means the Science-Based Targets initiative.
   8. “Supplier” is identified on the Cover Page.
   9. “Supplier Target” is defined in Section 2.1(b).
2. Sustainability Obligations.
   1. SBTi Targets. Supplier will:
      1. Within 90 days of the Addendum Effective Date, submit a letter to SBTi establishing Supplier’s commitment to set a science-based target aligned with reduction pathways to limit global warming to 1.5°C or less;
      2. Use commercially reasonable efforts to set and have such science-based target (“Supplier Target”) validated by SBTi by the earlier of (i) two years after committing to it or (ii) the then-current deadline required by SBTi; and
      3. Use commercially reasonable efforts to achieve such Supplier Target.
   2. Reporting. Supplier will within 30 days of Customer’s written request provide:
      1. a copy of Supplier’s plan to achieve its Supplier Target once established; and
      2. a report of Supplier’s global greenhouse gas emissions and the proportion of such emissions specifically related to Supplier’s performance under the Main Agreement, including any products or services provided to Customer.
3. Compliance. Supplier represents and warrants that Supplier: (i) operates in material compliance with environmental laws and (ii) has not been fined or convicted or received written notice of material violation of any environmental laws relating to its performance under the Main Agreement.
4. Disclosure. Supplier acknowledges and agrees that Customer may, but is not obligated to, publicly disclose that Supplier has entered into this Climate Addendum.
5. Term and Termination. This Climate Addendum commences on the Addendum Effective Date and terminates upon expiration or termination of the Main Agreement.
6. General Terms.
   1. Relationship to Cover Page. The terms of the Cover Page (including any Additional Terms) will control in a conflict with the terms of this Climate Addendum.
   2. Relationship to Main Agreement.
      1. By entering into this Climate Addendum, the parties incorporate this Climate Addendum (including the Cover Page) into the Main Agreement.
      2. In the event of a conflict between a provision of this Climate Addendum (as modified by the Cover Page) and the Main Agreement, the Climate Addendum will control. Otherwise, this Climate Addendum will be construed under, and in accordance with, the terms of the Main Agreement.