Party A: PA participant/PoA CME

Party B: China Environmental United Certification Center Co., Ltd.

Rights and responsibilities of Party A

1.         Preparing and providing Party B with all required data, information, documentation, and reports in full compliance with applicable laws, regulations, rules and standards and in a complete, transparent and accurate manner, including but not limited to Project Design Documents, Feasibility Study Report and its approval, Environmental Impact Assessment and its approval, etc. All documents shall be prepared and completed in accordance with related standards of the organization managing the registration/issuance.

2.         To ensure the accuracy, reliability, conservativeness and credibility of all information, data and assumptions provided to Party B.

3.         To prepare and upload documents required by the relevant registry.

4.         To make prearrangements for on-site auditing according to Party B’s request, including setting the date and time and coordinating with personnel and locations of the project owner to be interviewed.

5.         To provide assistance to the audit team of Party B in completing the on-site audit, and provide adequate safety measures for the audit team at audit site(s).

6.         To provide contact information to Party B of all personnel and institutions involved during the course of the Service.

7.         To inform Party B immediately should any major changes occur with the project during the course of the Service.

8.         To make adjustments to project documents according to Party B’s request.

9.         To pay all fees and costs to Party B on time as specified in the contract.

Rights and responsibilities of Party B

1.         To prepare and upload all documents required to be uploaded by Party B.

2.         To conduct the Service in credible, independent, non-discriminatory and transparent  manner in accordance with applicable industry standards, practices and procedures.

3.         To provide a list of auditing personnel involved in the Service to Party A and commence the service upon execution of this Contract.

4.         To prepare and deliver to Party A working plan for on-site inspection, including list of questions to be explained or clarified and a list of personnel and locations of the project owner to be interviewed.

5.         To submit to Party A summary of issues to be corrected or clarified.

6.         To review and assess all revised project documents.

7.         To prepare and deliver a draft report indicating its auditing findings.

8.         To develop and deliver the final report and other necessary documents required, the documents shall be in accordance with relevant standards of the organization managing the registration/issuance.

9.         To ensure adequate communication with Party A during the course of the Service.

Confidential Requirement of Party A and Party B

1 “Confidential Information” shall include any and all oral and written information provided to Party B by Party A (Party A Information) as well as the financial terms set forth in the contract, however, that Confidential Information shall not include any information which (i) is, or hereafter becomes (but not in violation of the contract), generally known to the public, (ii) was available to Party B on a non-confidential basis prior to the time it was disclosed by Party A, or (iii) is disclosed by an independent third party with a right to make such disclosure. Unless required by law, Party B shall not disclose the Confidential Information to any person or entity except for its directors, employees or outside consultants retained by it in connection with the Contract.

2 Both parties agree that information of the other party will not be used for any purpose other than in connection with the performance of its duties and obligations under the Contract. Each party shall use reasonable efforts to prevent access by any unauthorized persons to information of the other party, such efforts to reflect at least the same degree of security that it accords its own confidential information. Each party shall ensure that any outside consultant assigned by it is made aware of, and is bound by, this section.

3 In the event that Parties, or anyone to whom Confidential Information is disclosed pursuant to this agreement, becomes legally compelled to disclose any of the Confidential Information (the “Compelled Party”), the Compelled Party shall provide the other party with prompt notice so that such party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this section. In the event that such protective order or other remedy is not obtained or in the event that the party waives compliance with the provisions of this section, the Compelled Party will furnish only that portion of the Confidential Information which the Compelled Party is legally required to disclose and will seek to obtain reasonable assurance that confidential treatment will be accorded consistent with signed contract.

Note: This information is publicized in both English and Chinese. In the event of any conflict or ambiguity or discrepancy between the two versions, the Chinese version shall prevail.