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.

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 Arbitrations

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

Alice's Clause gives businesses a tool to require their suppliers to use fewer Single Use Plastics (SUPs) in the provision of facilities services.

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 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.

Board Minutes: Consideration of Climate Change Factors

Darcy's Board Minutes

Introducing specific drafting into board minutes to encourage directors to consider their net zero targets and/ or carbon footprint and climate change risks as a routine part of their decision-making.

Environmental Business Charter

Chloe's Clause

The Environmental Business Charter – a “soft touch” introduction to how environmental concerns can be integrated into the corporate and legal services environment.

Green Supplier Agreement Terms

Zoë & Bea’s Clause

Green procurement clauses and a checklist to make a standard supplier agreement focus on emissions across a value chain.

Supplier Environmental Threshold Obligations

Teddy's Clause

Insert at purchase warranties for environmental performance and continuous improvement obligations. This will build in long term environmental improvements and transparency into supply agreements.

Net Zero Target Supply Chain Cascade Clauses

Owen's Clause

Clauses that “back to back” or align a business’ net zero target with its supply chain and business partners, thus enabling the business to achieve its target or take control to achieve it.

Green Termination Provision (Short Form)

Annie's Clause

A clause that allows a right of termination for a customer so that they can pivot to a greener supplier to meet their sustainability, climate or other environmental objectives.

Termination for Greener Supplier

Agatha's Clause

The clause gives customers a right to switch supplier if the existing supplier is unable to match a ‘greener’ offer made by an alternative supplier.