Climate Purposed NDA Terms (Confidentiality Agreement)
Provisions for standard non-disclosure or confidentiality agreements (NDAs) to ensure climate change and environmental issues are discussed at the outset of new commercial relationships.
What this clause does
This clause enables parties to raise climate issues in NDAs affecting a variety of sectors across the economy. The drafting will be particularly relevant where one or both parties has a publicly stated net zero target.
Recitals
(A) The parties have agreed to work together to achieve the Climate Change Purpose as part of their discussions relating to the Purpose.
Clauses
[Drafting note: insert new clause (or add to or adapt existing purpose clause)]
1. The Purposes
1.1 The parties shall consider how to achieve the Climate Change Purpose:
(a) while conducting activities under the Purpose; and/or
(b) as part of any future commercial relationship arising from the Purpose.
1.2 Any information disclosed by one party to the other in connection with the Climate Change Purpose shall be treated as a part of the [disclosing] party’s Confidential Information (and subject to the applicable use and disclosure restrictions in this agreement). Such information may be used by the [recipient] in achieving its climate goals and targets (but may not be disclosed to any third party except as explicitly permitted under clause [ insert reference to clause dealing with permitted disclosures ]).
Definitions
Climate Change Purpose means the achievement of the parties’ climate goals and targets, including but not limited to greenhouse gas emissions reduction, energy efficiency improvements, and sustainable practice implementation. Such goals and targets shall be aligned with the Paris Agreement 2015.
Purpose means [insert purpose of the NDA, such as, 'Discussions about X, consideration of Y, provision of Z’] and the Climate Change Purpose.
Updates
February 2025
This clause has been updated following a routine QA review. The main change is that the definition Commercial Purpose has been changed to Purpose. Purpose has been updated to include the Climate Change Purpose to allow for easier incorporation into NDAs.
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