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 CDR Offtake Agreements

Carbon dioxide removal (CDR) offtake agreements are vital tools in the voluntary carbon credit market, acting as a bridge between project developers and buyers. To ensure their effectiveness and mutual benefit, certain elements and characteristics are essential.

Below are ten non-conclusive components of a strong carbon offtake agreement:
  1. Terms
    • Scope of Agreement: Clearly define the volume of carbon credits to be purchased, the type of credits, and the applicable credit standard.
    • Timeline: Specify start and end dates, including potential renewal options.
    • Delivery Schedule: Outline the timing and frequency of credit delivery to the buyer.
  2. Flexibility
    • Price Collars: Establish minimum (floor) and maximum (ceiling) prices to protect both parties from market volatility.
    • Volume Flexibility Clauses: Allow for adjustments to the agreed volume in response to events like project delays.
    • Exit Clauses: Include provisions for termination in cases of force majeure, regulatory changes, or project infeasibility.
  3. Pricing
    • Indexed Pricing: Link prices to an external benchmark to reflect market conditions.
    • Fixed Pricing: Provide stability through a predetermined price, especially in volatile markets.
  4. Legal Protections
    • Representations and Warranties: Tailor protections to the specific transaction. For example, buyers purchasing credits directly from project developers may require detailed project-specific representations, while resellers may prefer less stringent warranties.
    • Dispute Resolution: Establish a clear process for resolving disagreements, such as arbitration or mediation. This is especially important for cross-border transactions.
    • Regulatory Compliance: Ensure alignment with relevant legal and industry standards.
  5. Financial Security for Project Developers
    • Upfront Payments: Buyers may offer advance payments to help cover initial project costs, reducing financial risk for developers.
    • Revenue Guarantees: Long-term purchase commitments provide financial stability and project viability.
  6. High-Quality Credit Standards
    • Independent Verification: Credits should meet rigorous, accepted verification standards.
    • Additionality: Demonstrate that emissions reductions are solely attributable to the project and would not have occurred otherwise.
    • Sustainability Contributions: Align credits with broader Sustainable Development Goals (SDGs) to maximize impact and value.
  7. Alignment with Buyer Objectives
    • Customization: Tailor agreements to align with the buyer's specific climate strategies, such as sourcing credits from preferred geographies or sectors.
    • Long-Term Supply Assurance: Secure multi-year agreements to ensure a consistent supply of credits for net-zero or carbon neutrality targets.
  8. Risk Mitigation
    • Delivery Risk: Specify remedies for scenarios where credits are not generated as expected, such as providing replacement credits or refunds.
    • Regulatory Risk: Address potential changes in regulatory frameworks through appropriate clauses.
  9. Monitoring and Verification
    • Third-Party Verification: Require regular audits by independent verifiers to ensure credit standards are met.
    • Reporting Obligations: Mandate transparent, periodic updates from developers on project status, emissions reductions, and credit generation.
  10. Stakeholder Engagement and Environmental Safeguards
    1. Stakeholder Consultation: Engage local communities and stakeholders to align projects with social and environmental goals.
    2. No-Harm Principle: Commit to avoiding harm to ecosystems and local populations.
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Developing and negotiating CDR offtake agreements is the main focus of our CDR practice.

 

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