The Home Depot, 2022 Sustainability Program Support

Scope of Work

28 January 2022

1
Project Approach
Anthesis understands that The Home Depot (THD), also referred to throughout this document as “Client”, is
seeking assistance with your 2021 reporting year greenhouse gas (GHG) inventory and CDP response.

Our approach to this effort includes:

1. 2021 reporting year (CY2021 emissions) GHG emissions inventory

2. CDP Climate Change Support
3. On-Call Support
Our approach to these tasks is described below.

Task 1: Scope 1 & 2, Scope 3 Category 4 Inventory and Verification Support

We will calculate THD’s CY2021 GHG emissions from Scope 1 and Scope 2 sources, as well as from
Scope 3 upstream transportation and distribution (Scope 3 Category 4) and fuel- and energy-
related emissions (Scope 3 Category 3), using THD’s existing IMP. Our proposed support includes:

 Working with your internal stakeholders to request primary data for company owned &
leased sites.

 Populating the Anthesis GHG emissions inventory tool with your portfolio information
(e.g., site names, addresses, lease start / end dates, square foot).

 Developing and applying estimation methods for sites for which it is not possible to
obtain primary data per THD’s IMP.

 Identifying appropriate emission factors to complete GHG calculations following the

location- and market-based approaches described in the 2015 GHG Protocol Scope 2
Accounting Guidance. We will conduct research to obtain updated supplier-specific
emission factors. Then we will calculate your market-based scope 2 emissions and
update your results tables and charts in your GHG inventory report.

 Updating the Inventory Management Plan (IMP) documenting the scope of the inventory
and methods for gathering data and completing emissions calculations. The IMP is
invaluable to facilitate an efficient 3rd party assurance review, and to support future
GHG inventory efforts.

 Once we complete our calculations, we will prepare a GHG inventory report which
summarizes the results in a way that is useful for your reporting needs. This emissions
report will detail the entity-wide GHG emissions including the source of those emissions
and the percentage of the overall inventory they represent. We will provide both tables
and charts so that THD can review its emissions in a variety of ways such as by scope,
source type, and/or geography. The report will also provide recommendations for future
inventory improvements based on the information provided during the inventory
process.

 Supporting GHG emissions verification for this inventory, as needed.

We will also assist THD by providing GHG inventory summary data for the 2022 Sustainability Report and
review GHG inventory and CDP-related content for the 2022 Sustainability Report. To accomplish this, we
will:

 Create and provide a summary table of energy and emissions data based on the 2022 inventory.

 Work with THD’s content owners to review THD-drafted language as it relates to THD’s GHG

2
 inventory for items such as: Scope 1, 2 and Scope 3, Category 3 and 4 emissions, purchased
renewable energy language, and communicating CDP scores.

Our approach to the GHG Inventory will align with established best practice GHG accounting
standards, including the WRI/WBCSD GHG Protocol and accompanying technical guidelines. This
will prepare THD well for future reporting activities, including for example, CDP, DJSI and GRI as
well as third party data verification.

Assumptions:
 The scope and inventory boundary of the CY2021 inventory will remain similar to the CY2020
inventory.
 The inventory will be subject to third party limited assurance verification in accordance with ISO
14064-3.
 THD will gather the data required for the inventory calculations and provide a single point of
contact to interface with Anthesis.
 THD will facilitate communications with the largest energy providers to access supplier specific
emissions factors.
Deliverables:
 Final CY2021 GHG inventory report
 GHG Inventory Management Plan CY2021 Update
 Support during the verification process

Task 2: CDP Climate Change Support

For this task, we will assist THD in preparing your 2022 CDP Climate Change response to help to optimize
your score and provide valuable information to your stakeholders, with a specific focus on performance
metrics. To accomplish this, we will:

 Review your previous year’s response against the current year CDP scoring methodology and your
CDP feedback report. We will then use this information to develop a list of suggestions for how you
might improve your responses (1) through re-arranging or re-wording the response, or (2) by
closing data gaps either through new activities or new information.

 Calculate inventory intensity metrics and changes over time (i.e., progress towards goals, MT per
revenue, MT per FTE)

 Compile existing information in a draft version of the response with recommendations for your
review.

 Review THD’s requirements and opportunities during a conference call.

 Once you have provided us with your feedback, we will add your inventory results and prepare a
final version of the CDP response.

 We will enter the CDP response into the CDP ORS (Online Response System) for your final review
and submittal.

Assumptions: We assume THD’s point of contact will participate in conference calls to discuss details of the
CDP response; provide information to close gaps; and coordinate support from other team members to
gather additional information if needed. The submission fee charged by CDP will be paid directly by THD
upon submission and is not included in our price.

Deliverables: Draft and final versions of the 2022 CDP responses in ORS.

3
Task 3: On-Call Support
Anthesis is available to provide additional support to THD and general sustainability management effort on
an on-call basis. We can support a wide range of activities from supplier engagement to GHG accounting,
chemicals management, responding to the plastics challenge and beyond. Examples of on-call support
include:

 Conducting further CDP scoring reviews after publication of scores (est. Winter 2022)

 Guidance on emissions target setting and renewable energy strategy

 Guidance on reporting energy/emissions metrics beyond the above-described tasks

For more information on Anthesis please visit our website.

Proposed Fees and Timeline

Proposed fees are shown in the table below.

Task Proposed Fee Estimate

Task 1: Scope 1 & 2, Scope 3 Category 4 GHG inventory and $64,200

verification support

Task 2: CDP support $12,400

Task 3: On Call Support Ceiling to be determined by THD

4
Proposed schedule is shown in the tables below.

Task 1 Schedule

THD: Provide site list January 28, 2022

THD: Provide all activity data for Scope 1, 2, and 3 (Categories 4, 7 March 31, 2022
& 12) calculations

Anthesis: Develop and QA inventory April to mid-May, 2022

Anthesis: Support 3rd party verification of Scope 1 and 2, Category Mid-May to mid-June, 2022
4

Anthesis: Provide verified Scope 1 and 2, Category 4 data for Mid-June, 2022
sustainability report

Anthesis: Complete Scope 3 Category 7 & 12 calculations for CDP End of June, 2022

Anthesis: August, 2022

 Prepare Final GHG Inventory Report
 Update IMP

5
 Task 2 Schedule

Anthesis: Identify gaps between 2020 final response and updated April 2022
2021 questionnaire

THD: Provide updates to requested information May 2022

Anthesis: Complete draft qualitative response April to May 2022

THD: Review qualitative response Early June 2022

Anthesis: Integrate quantitative responses and THD’s feedback; Mid-May to mid-June 2022
estimate potential score

THD conducts additional reviews Mid-June to mid-July 2022

Anthesis: Integrate feedback and submit final Investor response July 2022
through ORS

Business Terms and Conditions

Anthesis proposes to conduct Tasks 1 and 2 on a firm fixed price basis to be billed monthly based on percent
complete and Task 3 (on call services) on a time and materials basis at prevailing Anthesis rates in
accordance with the terms in Attachment A. Acceptance of this proposal and authorization to Anthesis to
proceed with the tasks established herein may be indicated by initialing authorized tasks, signing and
returning the authorization statement below.
Please feel free to contact me at 202-480-5004 if you have any questions about this proposal. We look
forward to working with you on this exciting project.

Stephen Russell, Associate Director

Anthesis
Anthesis is authorized to complete Task 1 as herein described
Anthesis is authorized to complete Task 2 as herein described
Anthesis is authorized to complete Task 3 as herein described to a ceiling of $ .

Accepted and Agreed to (Client):

By: _________________________________________________________
Title: _________________________________________________________
Date: _________________________________________________________

6
Attachment A
Anthesis LLC.
Professional services agreement
This Agreement, including the cited Exhibits, sets forth the terms and conditions under which professional
consulting services will be provided by Anthesis to Client.

1 Services
1.1 Statements of Work
From time to time, Consultant and Client may execute statements of work listed in the Statement of Work
section in Exhibit “A”, that describe the specific services to be performed by Consultant (as executed by the
parties, a “Statement of Work”). A Statement of Work may be amended only by written agreement of the
parties.
1.2 Performance of Services
Consultant will perform the services specified in each Statement of Work (the “Services”) in accordance with
the terms and conditions of this Agreement and of each Statement of Work.
1.3 Client Responsibilities
In connection with each Statement of Work, Client will: (i) provide qualified personnel who are capable of
performing Client’s duties and tasks under the Statement of Work; (ii) provide Consultant with access to
Client’s sites and facilities during Client’s normal business hours and as otherwise reasonably required by
Consultant to perform Services; (iii) provide Consultant with such working space and office support
(including access to telephones, photocopying equipment, and the like) as Consultant may reasonably
request; and (iv) perform Client’s duties and tasks under the Statement of Work, and such other duties and
tasks as may be reasonably required to permit Consultant to perform the Services. Client will also make
available to Consultant any data, information and any other materials required by Consultant to perform
Services, including, but not limited to, any data, information or materials specifically identified in the
Statement of Work (collectively, “Client Materials”). Client will be responsible for ensuring that all such
Client Materials are accurate and complete.
1.4 Designated Contacts
Each party will designate in each Statement of Work one or more individuals who will serve as the point(s)
of contact between the parties for all matters relating to Services to be performed thereunder. A party may
designate new contacts by written notice to the other party.
1.5 Relationship of the Parties
Consultant is performing Services as an independent contractor and nothing in this Agreement will be
construed as establishing an employment, agency, partnership or joint venture relationship between Client
and Consultant or any Consultant personnel. Consultant has no authority to bind Client by contract or
otherwise. Consultant acknowledges and agrees that its personnel are not eligible for or entitled to receive
any compensation, benefits or other incidents of employment that Client makes available to its employees.
Consultant is solely responsible for all taxes, expenses, withholdings and other similar statutory obligations
arising out of the relationship between Consultant and its personnel and the performance of Services by
such personnel.

2 Payment
2.1 Fees and Expenses
For Consultant’s performance of Services, Client will pay Consultant fees calculated in accordance with the
terms set forth in the applicable Statement of Work. In addition, Client will reimburse Consultant for all

7
reasonable and customary travel, lodging and other related expenses incurred by Consultant or its
personnel in connection with the performance of Services. At Client’s request, Consultant will provide
Client with receipts and other customary documentation for all such expenses. Project related expenses
including travel, outside reproduction and courier services will be billed at cost plus 15 percent. When
Anthesis engages a subcontractor on behalf of the Client, the expenses incurred, including rental of special
equipment necessary for the work, will be billed as they are incurred, at cost plus 15 percent.
2.2 Payment Terms
Client will pay each such invoice no later than thirty (30) days after Client’s receipt thereof. Any invoice not
paid within such thirty (30) day period will accrue interest at the rate of one and one-half percent (1.5%) per
month or the maximum amount permitted by law, whichever is lower.
2.3 Taxes
All fees, expenses and other amounts payable to Consultant hereunder do not include any sales, use, value
added or other applicable taxes, tariffs or duties, payment of which will be the sole responsibility of Client
(excluding any taxes based on Consultant’s net income). Client will promptly reimburse Consultant for any
such amounts that Consultant pays on Client’s behalf.

3 Ownership. Applicable law

3.1
All work performed by Anthesis as a result of Services, including without limitation: any tangible or
intangible materials (including hardware, software, source code, documentation, methodologies, know
how, processes, techniques, ideas, concepts, technologies, and data (“Work Product”), will be solely owned
by Anthesis.
Anthesis will own and retain all rights to its pre-existing intellectual property and any intellectual property
developed outside of the Services performed under this Agreement (“Anthesis Materials”); however, Client
shall receive a non-exclusive, perpetual, royalty-free license to use, copy or modify the Work Product in
order to exercise its rights under this Agreement.
3.2 Freedom of Action
Nothing in this Agreement will be deemed to restrict or limit Consultant’s right to perform similar services
for any other party or to assign any employees or subcontractors to perform similar services for any other
party; provided that Consultant complies with its obligations under Section 4 with respect to Client
Confidential Information.
3.3 Compliance with Laws
Client shall, at its sole expense, comply with all applicable laws, statutes, rules and regulations regarding its
activities in connection with this Agreement and the subject matter hereof, including, without limitation,
with respect to obtaining any required governmental authorizations or licenses.

4 Confidential information
4.1 Confidential Information
“Confidential Information” means: (i) Client Materials and Consultant Materials; (ii) any business or technical
information that a party discloses to the other party and designates as “confidential” or “proprietary” at the
time of disclosure; and (iii) any information that, due to its nature or the circumstances of its disclosure, the
receiving party knows or has reason to know should be treated as confidential or proprietary.
4.2 Exclusions
Confidential Information does not include information that: (i) is or becomes generally known to the public
through no fault or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving
party at the time of disclosure without restrictions on use or disclosure; (iii) is independently developed by
the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully received
by the receiving party from a third party, who has the right to provide such information and who provides it
without restrictions on use or disclosure.

8
4.3 Use and Disclosure Restrictions
Each party will not use any Confidential Information disclosed by the other party except as necessary for the
performance or enforcement of this Agreement and will not disclose such Confidential Information to any
third party except to those of its employees and subcontractors who have a bona fide need to know such
Confidential Information for the performance or enforcement of this Agreement; provided that each such
employee and subcontractor is bound by a written agreement that contains use and nondisclosure
restrictions consistent with the terms set forth in this Section. Each party will employ all reasonable steps to
protect all Confidential Information disclosed by the other party from unauthorized use or disclosure,
including, but not limited to, all steps that it takes to protect its own information of like importance. The
foregoing obligations will not restrict either party from disclosing such Confidential Information: (i) pursuant
to the order or requirement of a court, administrative agency, or other governmental body; provided that
the party required to make such a disclosure gives reasonable notice to the other party to contest such
order or requirement; (ii) to its legal or financial advisors; (iii) as required under applicable securities
regulations; and (iv) subject to customary restrictions, to present or future providers of venture capital
and/or potential private investors in or acquirers of such party.

5 Warranty
5.1 Services Warranty
Consultant warrants that Services will be performed in a good and workmanlike manner consistent with
applicable industry standards. This warranty will be in effect for a period of thirty (30) days from the
completion of any Services. As Client’s sole and exclusive remedy and Consultant’s entire liability for any
breach of the foregoing warranty, Consultant will, at its sole option and expense, promptly re-perform any
Services that fail to meet this limited warranty or refund to Client the fees paid for the non-conforming
Services.
5.2 Warranty Disclaimers
The express warranties in section 5.1 are in lieu of, and consultant disclaims, all other warranties,
representations or conditions, express or implied, including any implied warranties of merchantability,
fitness for a particular purpose and noninfringement.

6 Indemnification
Each party (an “indemnifying party”) will defend, at its expense, any action brought against the other party
(an “indemnified party”) by a third party to the extent that it is based upon a claim for bodily injury, personal
injury (including death) to any person, or damage to tangible property resulting from the negligent acts or
willful misconduct of the indemnifying party or its personnel, and will pay any costs, damages and
reasonable attorneys’ fees attributable to such claim that are awarded in final judgment against the
indemnified party (or are payable in settlement by the indemnified party); provided that the indemnified
party: (i) promptly notifies the indemnifying party in writing of the claim; (ii) grants the indemnifying party
sole control of the defense and settlement of the claim; and (iii) provides the indemnifying party, at the
indemnifying party’s expense, with all assistance, information and authority reasonably required for the
defense and settlement of the claim. The indemnifying party will have no obligation under this Section to
the extent any claim is based on the negligent acts or willful misconduct of the indemnified party or its
personnel.

7 Limitation of liability
In no event will consultant be liable to client or to any third party for any special, incidental, punitive,
exemplary or consequential damages (including loss of use, data, business or profits) or for costs of
procuring substitute services, arising out of or in connection with this agreement or the services, however
caused and regardless of the theory of liability, even if consultant has been advised of the possibility of such
damages. Consultant’s total liability to client, from all causes of action and all theories of liability, will be
limited to and will not exceed the amounts paid to consultant by client under the statement of work giving
rise to any liability hereunder.

9
8 Non-solicitation
During the term of this Agreement and for a period of twelve (12) months thereafter, Client will not recruit
or otherwise solicit for employment any Consultant employees or subcontractors who participated in the
performance of Services without Consultant’s express prior written approval.

9 Term and termination

9.1 Term
This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the
terms of this Agreement, will remain in force and effect for as long as Consultant is performing Services
pursuant to any Statement of Work.
9.2 Termination
Either party nay terminate this Agreement (including all Statements of Work) if the other party breaches any
material term of this Agreement or Statement of Work and fails to cure such breach within thirty (30) days
after receipt of written notice thereof.
9.3 Effect of Termination
Upon the expiration or termination of this Agreement: (i) Consultant will promptly return to Client all Client
Materials; (ii) each party will promptly return to the other party all Confidential Information of the other
party in its possession or control; and (iii) Client will, within thirty (30) days after receipt of Consultant’s
invoice, pay all accrued and unpaid fees and expenses.
9.4 Survival
The rights and obligations of the parties contained in Sections 2, 3, 4, 6, 7, 8, 9.3, 9.4 and 10 will survive the
expiration or termination of this Agreement or any Statement of Work.

10 General
10.1 Assignment
Consultant may not assign this Agreement without Client's prior written consent, except that Consultant
may assign this Agreement, without Client’s consent, to an affiliate or to a successor or acquirer, as the case
may be, in connection with a merger or acquisition, the sale of all or substantially all of Consultant’s assets,
or the sale of that portion of Consultant’s business to which this Agreement relates. Subject to the
foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.
10.2 No Election of Remedies
Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this
Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies
under this Agreement or available at law or in equity or otherwise.
10.3 Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of Colorado,
excluding its body of law controlling conflict of laws. Any legal action or proceeding arising under this
Agreement will be brought exclusively in the federal or state courts located in Boulder County, Colorado and
the parties irrevocably consent to the personal jurisdiction and venue therein.
10.4 Severability
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the
remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be
construed so as to be enforceable to the maximum extent permissible by law.

10
10.5 Notices
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and
will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-
recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having
been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices will be
sent to the addresses set forth above or to such other address as may be specified by either party to the
other party in accordance with this Section.
10.6 Marketing
Client gives Consultant permission to use their company logo in promotional materials. Promotional
materials may include; guides, capability statements and sales decks, for use in promoting the Consultant’s
capability and experience.
10.7 Waiver
The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future
enforcement of that or any other provision.
10.8 Entire Agreement
This Agreement, together with all Statements of Work, constitutes the complete and exclusive agreement of
the parties with respect to its subject matter and supersedes all prior understandings and agreements,
whether written or oral, with respect to its subject matter. In the event of a conflict, the terms and
conditions of this Agreement will take precedence over the terms and conditions of any Statement of Work.
Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing
and signed by the parties hereto.
10.9 Force Majeure
Neither party will be responsible for any failure or delay in its performance under this Agreement (except
for the payment of money) due to causes beyond its reasonable control, including, but not limited to, labor
disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war,
acts of terror, riot, acts of God or governmental action.
10.10 Counterparts
This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.

11