Climate-Linked Contractual Discretions
Lewin & Darwin’s Clause
Climate-linked contractual discretions creating scope for parties to encourage good environmental practice.
Climate clauses:
Law & Legal Structures
Interest Ratchet Clause for Carbon Saving
Laith & Irsa's Clause
An interest ratchet mechanism for loan facility agreements that lowers the cost of capital for companies who (directly or indirectly) save carbon in their operations.
Green Fuel Requirement and Termination for Greener Carrier or Shipper (Maritime)
Levi's Clause
Allows a customer to exit a shipping transportation agreement without incurring exit-related liability, unless the incumbent carrier/shipper can match the 'green' improvements of a competitor.
Green or Sustainability-Linked Lending Requirement
Noah's Clause
Rider clauses (for LMA facilities agreements) that require each Lender to confirm that a percentage of its lending is sustainable or 'green' finance.
SME’s Net Zero Objectives
David's Clause
A 'plug and play' clause for use by SMEs in a variety of contracts. Imposes mutual obligations on the parties to take steps towards net zero, with payment of a climate remediation fee for breach.
Landlord and Tenant Obligations to Create Additionality in Renewable Electricity Generation
Oisín’s Clause
A series of stepped options for commercial leases that help corporate landlords and tenants generate additional 'green' electrons for the electricity grid where their leasehold property is located.
Sustainable Soil Management Obligations
Soren's Clause
A set of sustainable soil management obligations allowing businesses to manage their reliance on soil, its functions and related ecosystem services.
Renewable Energy Requirements in Supply Contracts
Viola's Clause
A precedent clause for a supply agreement requiring the supplier/ contractor to procure energy from renewable sources.
Green Shareholders’ Agreement (Short Form for SMEs)
Ava's Clause
Amendments to a standard early stage shareholders’ agreement for SMEs that enable investors to hold an SME to account on climate change issues and align all parties’ interests with achieving net zero.
The Net Zero Standard for Suppliers
Matilda's Annex
A simplified and consolidated version of TCLP’s existing supply chain clauses, the ‘Net Zero Standard for Suppliers’ can be annexed to any supply agreement, across all sectors and industries.
Green Company Articles
Ragnar's Clause
An underlying framework of green obligations, which target a company’s decision making, internal investments and reporting in addressing material environmental issues for the company.
Auditing Water Usage in Supply Chains
Lagatha's Clause
A clause aimed at reducing the use and wastage of water throughout a company's supply chain by requiring suppliers to provide audit results to the company.
Net Zero Within Company Whistleblowing Policies
Sasha's Clause
Guidelines to incorporate wider environmental protections into companies’ whistleblowing regimes in line with their adopted policies on net zero.
Paris Aligned Company Articles
Pasfield's Clause
A net zero focused variation of Arlo’s Clause (ESG Aligned Company Articles) to include in a company’s articles of association, drafted by reference to TCLP’s net zero resources.
Entire Business Net Zero Objectives
Sebastian's Clause
A menu of climate aligned practical steps organisations can require their counterparties to take to transition to net zero.
Stakeholder Company Climate Questionnaire
Javier's Clause
A set of questions that explore the climate position and net zero ambition of an organisation, specifically companies.
Template Board Paper for Significant Contracts/ Transactions
Griff's Clause
Template drafting for board papers with detailed prompts for consideration of the climate impacts of a significant contract/ transaction and the associated climate risks to the business.
Climate Policy Footprint
Emilio's Checklist
A checklist that requests one off or repeated disclosure of a company’s climate-related lobbying, financing, sponsoring and climate leadership activities.
Shareholder Resolutions Relating to a Company’s Climate Change Commitments
Elsie's Resolutions
A template shareholder resolution that sets out obligations relating to a company's climate change commitments.
Board Paper Implementing Net Zero for SMEs
Lila's Clause
A board paper for building net zero objectives and targets into corporate strategy and for ongoing monitoring and evaluation of a company’s progress against its net zero targets.
Climate Recitals
Eddie's Recitals
Recitals that frame a contract and the intentions of the parties in terms that are aligned with achieving net zero or net negative emissions and Paris Agreement goals.
Target Product Carbon Footprint (Schedule for Consumer Goods Contracts)
Ming's Clause
A Target Product Carbon Footprint budget (which reduces over time) for each product manufactured and supplied pursuant to the contract.
Benchmarking of Project Greenhouse Gas Emissions
Izzy's Clause
A mechanism that benchmarks a contractor's carbon footprint against the market.
Greener and More Efficient HGVs in Road and Multimodal Transport Agreements
Caesar's Clause
A clause requiring contracting carriers to use energy efficient vehicles for any road carriage under a transport agreement, or otherwise specify that a percentage of road journeys will use green HGVs.
The ‘Green Supplier’ Contract – A Standardised Contractual Pricing Model
Luke's Clause
A standardised green supplier contract or clause that can assist organisations in incentivising their supply chain to adopt environmental targets that reduce their Scope 3 emissions.
‘Coolerplate’ Clauses (Climate Aligned Boilerplate)
Nico's Clause
‘Coolerplate’ generic clauses for every contract: embedding climate issues and net zero targets in the entire contract so that these flow into contract management and the commercial lifecycle.
Late Payment – Green Interest Remedies
Matthew's Clause
Creative interest rate remedies by which payments are made either to a “green” cause or an off-setter.
Employee Climate Engagement Provisions
Athena's Clause
A clause in employment contracts requiring the employer to provide, and the employee to participate in, a range of climate education and awareness-raising interventions.
Net Zero Completion Adjustment Clause
Felix's Clause
A net zero/ carbon budget adjustment clause included as part of a completion accounts mechanism to provide “Carbon Certainty”.
Green Transaction Execution Protocols
Evan's Protocols
Green execution protocols which parties can adopt at the start of a transaction to minimise the carbon footprint of deal execution.
Choice of Green Governing Law Clause
Leo & Molly's Clause
A climate-friendly governing law clause, requiring that the governing law is interpreted in a manner consistent with the objectives of the UNFCCC and the Paris Agreement.
Green Litigation and Arbitration Protocols
Emilia's Protocols
Two similar protocols (litigation and arbitration) with modules which parties can opt into at the start of a dispute to make it lower carbon and greener.
Carbon Footprint Reduction – Mutual Notification Right (Carbon Footprint Reduction Notice)
Zain's Clause
A clause containing mutual obligations to allow all parties to either perform their own obligations in a way that reduces their carbon footprint and/ or require other parties to do so.
SPA/ Investment Agreement: Disclosure of Climate Change Plans
Zack's Clause
Including pro-active disclosure requirements in M&A or investment transactions brings climate targets and aims to the forefront of the minds of management of the target and the buyer/ investors.
Sustainability Clauses in Supply Chain Contracts
Austen's Clause
Using supply chain contracts to extend positive climate change measures adopted in one country to contracting parties in other countries that may have less of a legislative focus on climate.
Avoiding Excessive Paperwork in Dispute Resolution
Toby's Clause
A contractual obligation between the parties stating that, in the event of a dispute, parties agree to settle it in a ‘green’ manner.
Green Acquisition Obligations
Sienna's Clause
A share purchase/ asset purchase agreement clause requiring the purchaser to maintain/ improve the target company's green credentials post acquisition, linked to payment from escrow if successful.
Low Carbon Arbitration Hearings
Mia's Clause
Clauses encouraging parties to arbitration to create all documents in electronic form and conduct all hearings remotely/virtually, where possible.
Supply Chain Emissions Scorecard
Maria's Scorecard
A pro forma scorecard to be incorporated into commercial agreements as a schedule, allowing supply chain sustainability to be viewed through the lens of risk to business continuity.
Reduction of CO2 from Single Use Plastic
Alice's Clause
This clause gives businesses a tool to require their suppliers to use fewer Single Use Plastics (SUP) in the provision of facilities services.
Circular Economy Product Design Obligation
Alex's Clause
Embeds ‘Repair, Reuse and Recycle’ concepts in procurement / supply agreements for the benefit of the client, end consumer and environment.
Management Equity Ratchet Terms
Bella's Clause
A template clause for inclusion in investment documents to financially incentivise management teams to meet targets which are linked to climate change and environmental issues.
Net Zero Convertible Loan Note
Nozomi's Clause
Makes the qualifying criteria for receiving finance conditional on setting a net zero target and reflects this obligation in a convertible loan note instrument that incentivises net zero performance.
Climate Change Due Diligence Questionnaire
Lola & Harry's DDQ
A due diligence questionnaire which asks the target company to provide information regarding a wide range of climate change-related issues going far beyond the standard compliance-focused questions.
Green Shareholders’ Agreement
Lauren's Clause
Amendments to a standard early stage shareholders’ agreement which allow investors to hold the company to account on climate issues and oblige all shareholders to support Net Zero.
Climate Purposed NDA Terms (Confidentiality Agreement)
Kaia's Clause
Additional provisions for standard non-disclosure/ confidentiality agreements (NDAs) to ensure climate change and environmental issues are discussed at the outset of new commercial relationships.
Climate Contract Risk Sharing (ex Force Majeure)
Iris' Clause
Amendments and additions to standard Force Majeure agreements to ensure contracting parties work together to balance financial risks and avoid unintended adverse environmental and social issues.
Climate Change Clauses for Heads of Terms
Hanley's Clause
A dedicated section in heads of terms precedents so that climate change issues become a key issue for any deal team. This will be particularly relevant where parties have public net zero targets.
Green Investment Obligations
Frank's Clause
Amendments to standard non-leveraged investment documents to focus the founders and investee company on climate change and environmental issues with their products, services, and operations.
ESG Aligned Company Articles
Arlo's Clause
A clause that builds ESG considerations into a company’s articles of association.