--- name: carbon-legal-agreements description: Draft legal agreements specific to carbon credit projects — Emission Reduction Purchase Agreements (ERPAs), landowner/farmer participation agreements, carbon rights transfer language, offtake agreements, and benefit-sharing terms. Use whenever the user wants to draft, review, or structure a carbon project legal agreement, ERPA, landowner contract, offtake deal, or carbon rights document. This produces working drafts for an attorney's review, not a substitute for licensed legal advice — always say so. Trigger on "ERPA," "offtake agreement," "landowner agreement," "carbon rights," or "legal docs for the carbon project." --- # Carbon Legal Agreement Pack Drafts the core legal agreement types specific to carbon credit projects. This produces a working draft for attorney review, not final legal advice. State that plainly to the user before delivering any draft, and don't soften it. Tyler's own practice (Beneficial Technology) handles legal documentation directly, so when drafting for him specifically, produce attorney-grade working drafts rather than consumer-simplified templates, but the standard disclosure still applies for any document headed toward execution. ## Core agreement types in this pack ### 1. Emission Reduction Purchase Agreement (ERPA) The contract between project developer and credit buyer (or intermediary). Core terms to nail down explicitly: - **Volume and vintage** — how many credits, which crediting period(s), fixed volume vs. percentage of issuance. - **Pricing mechanism** — fixed price, floor/ceiling, indexed to a benchmark, or tranche-based pricing tied to verification milestones. - **Delivery conditions** — what happens if verified volume falls short (shortfall makeup, partial delivery, price adjustment) or exceeds forecast (right of first refusal on excess). - **Registry and serialization** — which registry, retirement vs. transfer rights, buyer's right to specify retirement purpose. - **Representations on additionality and methodology** — what the seller is actually warranting about the credits' validity, and the survival period for that warranty post-delivery. - **Termination and force majeure** — particularly relevant for nature-based projects where weather/fire/disease risk is real, not boilerplate. ### 2. Landowner / Farmer Participation Agreement The agreement with the actual land steward generating the underlying activity. This is the document most likely to be read by a non-lawyer counterparty, so draft in plain language first, then layer in necessary legal precision — don't default to dense legalese just because it's a contract. - Term length matched to the crediting period, with clear renewal/exit mechanics. - What the landowner commits to (practice changes, access for monitoring/instrumentation, data rights for sensor placement on their property). - Compensation structure (upfront, per-credit-issued, or hybrid) and what triggers payment. - Carbon rights: explicit transfer or retention language — this is the single most contested clause in voluntary carbon law right now, so don't leave it ambiguous. State plainly who owns the right to claim and sell the resulting credits. - Exit/termination if the landowner sells the property or changes practices, and what happens to the carbon rights in that event. ### 3. Carbon Rights Transfer / Assignment Standalone instrument when carbon rights need to move independently of a broader agreement (e.g. aggregator structures, project consolidation). Needs to address: - Chattel/property characterization under the relevant state law (carbon rights treatment varies meaningfully by jurisdiction, flag this rather than assuming uniform treatment). - Registry recognition requirements (some registries require specific assignment language to recognize the transfer for serialization purposes). ### 4. Offtake / Forward Sale Agreement Similar to ERPA but structured for pre-issuance forward sale, common in project financing. Key addition over a standard ERPA: - Use-of-proceeds and financing covenants if the offtake is collateralizing project development capital. - What happens to forward commitments if the project fails validation or methodology is rejected. ### 5. Benefit-Sharing Agreement Where the project has a community co-benefit component (common in Gold Standard projects). Route to `carbon-stakeholder-governance` for the consent/consultation documentation that should precede this agreement, then use this skill for the actual binding distribution terms. ## Drafting discipline - **Never fabricate jurisdiction-specific legal conclusions.** Flag where state law treatment of carbon rights, real property covenants, or securities characterization of forward credit sales needs actual counsel review rather than asserting an answer. - **Match defined terms across the document set.** If "Credits," "Vintage," or "Crediting Period" are defined a certain way in the PDD (via `pdd-generator`), use the same definitions in the legal agreements. Inconsistent defined terms between the PDD and the ERPA is a real diligence flag for buyers. - **Flag securities and commodities exposure where relevant.** If credits are tokenized or structured with investment-like features (e.g. fractionalized forward sales to many small buyers), flag the question of securities/commodities characterization explicitly rather than drafting around it silently. This is squarely in Tyler's CFTC/Cravath background, treat it as a real issue to surface, not boilerplate disclaimer. ## Output format Draft in docx (use the `docx` skill) with standard contract formatting: numbered sections, defined terms capitalized and cross-referenced, signature blocks. Always end with a clear "FOR ATTORNEY REVIEW — NOT YET EXECUTION-READY" header until the user confirms it's been reviewed. ## Related skills - `pdd-generator` — for the underlying project facts and defined terms these agreements need to match. - `carbon-stakeholder-governance` — for consent/consultation documentation that precedes benefit-sharing agreements. - `carbon-decision-memos` — for documenting structural decisions (e.g. forward sale vs. spot ERPA) before drafting final agreement language.