CERSPA: A Carbon Contract Template |
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The Certified Emission Reductions Sale and Purchase Agreement (CERSPA) is a free, open-source contract template for buying and selling Certified Emission Reductions (CERs) generated under the Kyoto Protocol’s Clean Development Mechanism (CDM). The associated Guidance Document explains the terms contained in the CERSPA and provides alternate clauses that can be tailored to different transactions. Both the CERSPA and Guidance Document are currently available in English, Spanish, Portuguese and Chinese. Please contact us if you are available to help translate the documents into other languages. We welcome your feedback and participation in refining these documents. To facilitate a global dialog, we have set up a free, online forum for sharing ideas about the CERSPA in general and its specific application in countries around the world. CERSPA ReviewIt has been over 12 months since the launch of the first version of the CERSPA and Guidance Document. The CERSPA Carbon Contract Template has received substantial positive feedback and it is now widely used throughout Latin America and Asia. As the CERSPA and Guidance Document are meant to be living documents, we are now initiating a complete review process of the existing documents in order to prepare a second version of the CERSPA (“CERSPA V.2”). If you would like to contribute to the CERSPA review process, please send your comments, suggestions and ideas to t.chagas@climatefocus.com. Some of the discussions on the review of the CERSPA will also be available at our online Forum. The Forum is open to the participation of all.About The CERSPA InitiativeThe CERSPA Initiative is comprised of more than 30 international lawyers and CDM experts, the majority of whom are from developing countries. In addition to producing and maintaining the CERSPA and Guidance Document, initiative members also organize workshops and give presentations on the agreement. The CERSPA Initiative is primarily sponsored by the Inter-American Investment Corporation (member of the Inter-American Development Bank Group), with funding kindly provided by the Government of the Republic of Korea (through the Korea-IIC SME Development Trust Fund) and by the Swiss State Secretariat for Economic Affairs (SECO) through the IDB Technical Cooperation Trust Fund for Consulting Services and Training Activities. Climate Focus and Lee International serve as secretariat and sponsors of the Initiative. The German Ministry of Economic Cooperation and Development (BMZ) supports the CERSPA Initiative, and will support additional regional workshops to promote the use of the CERSPA. A complete list of sponsors and participants is available here. BackgroundThe CERSPA and Guidance Document help CDM project developers understand the terms and conditions under which they sell their CERs. The CERSPA has been developed as a freestanding contract that reflects both the interests of CDM project developers and investors as well as those of CER buyers. As the carbon market grows, an increasing number of CDM projects are being developed by entities that do not have resources to obtain expert legal advice. Most carbon contracts – often referred to as emission reductions purchase agreements (ERPAs) – are complex, not accompanied by explanations of the terms, and are not in the project developer’s native language. ERPAs often include delivery guarantees, penalties and strict enforcement clauses that can turn an ERPA into a liability. While these clauses may be appropriate for large project developers, they can undermine the usefulness of an ERPA to secure debt financing and can put small and medium projects at risk. The CERSPA does not prescribe a single model agreement. Rather, it may serve as a reference document or as starting point for negotiations. Parties consulting the CERSPA and the Guidance Document will be able to identify the key legal issues governing a CER transaction. The CERSPA and Guidance Document are expected to continue to evolve over time as more lawyers, project developers and other stakeholders have the opportunity to use them and provide their input and expertise. DisclaimerThe CERSPA webpage is for your information only and does not replace any professional legal advice. The information on the CERSPA webpage was prepared as an account of work supported by the Inter-American Investment Corporation, Climate Focus, Lee International, and the German Ministry of Economic Cooperation and Development and other sponsors (together “the Sponsors”). Neither the Sponsors nor any of their employees or contractors makes any warranty or assumes any legal liabilities or responsibility for the accuracy, completeness, or usefulness of any information or document posted on this page. The views and opinions expressed herein do not necessarily state or reflect those of the Sponsors. The CERSPA template agreement and the Guidance Document reflect the personal views of the contributing authors only, and do not necessarily reflect either the views or opinions of the Sponsors nor any organization the contributing authors may be associated with. The documents posted on this website do not constitute or substitute for legal advice and none of the contributing authors can be held liable for any mistakes or inaccuracies they may contain. Any person using the CERSPA template agreement or Guidance Document does so at their own risk. Expert legal advice should be sought prior to using any part of the CERSPA or Guidance Document. Any comments relating to this webpage should be directed to: cerspa@climatefocus.com |
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6 November 2007, FELABAN Annual Assembly, Miami, USA 30-31 October, 2007, Baku, Azerbaijan, UNDP Capacity Building Program 15 June 2007 3 May 2007, Dorint Hotel, Cologne, Germany March 19-21, CDMTech 2007, Cartagena, Colombia |
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