---
title: Climate Purposed NDA Terms (Confidentiality Agreement)
date: 2024-03-27T14:16:07Z
modified: 2026-01-30T11:40:50Z
permalink: "https://chancerylaneproject.org/clauses/climate-purposed-nda-terms-confidentiality-agreement/"
type: clause
status: publish
excerpt: ""
wpid: 2041
clause-application:
  - Non-disclosure and confidentiality agreements
climate-or-nature-outcome:
  - Decarbonisation
climate-solution:
  - Alignment with Paris Agreement
  - Energy efficiency and improvements
  - Reducing GHG emissions
  - Setting emissions reduction targets
  - Sustainable behaviours and practices
content-type:
  - Non-disclosure agreement
contract-lifecycle-stage:
  - Contract drafting and negotiation
  - Pre-contract planning and mobilisation
direction-of-obligation:
  - Both parties
jurisdiction:
  - England & Wales
law-or-regulation:
  - Paris Agreement
legal-concept-activity:
  - Protecting climate information
maintenance-status:
  - Maintained
practice-area:
  - Commercial
primary-user:
  - Parties entering into NDAs
standard-or-framework:
  - None specified
tclp-principle:
  - Implement obligations in contracts
  - Prepare contracts
clause_child_name: "Kaia's Clause"
clause_summary: "<p>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.</p>"
clause_last_updated_date: 2026-01-22
related_clauses: false
---

Kaia’s Clause

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.

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 climate target.

The drafting may also be adapted and used in other types of early-stage commercial agreements, including memorandums of understanding and letters of intent.

\[_Drafting note: insert new clause (or add to or adapt existing purpose clause)._\]

**1. The Purposes**

1.1 The parties shall consider how to achieve the Climate Change Purpose:

1.1.1 while conducting activities under the Purpose; and/or

1.1.2 as part of any future commercial relationship arising from the Purpose.

1.2 Any information which is of a confidential nature disclosed by one party to the other in connection with the Climate Change Purpose (such information being “Climate Information”) 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).

1.3 Notwithstanding the general restrictions in clause 1.2, Climate Information may be used by the \[recipient\] in connection with its Climate Change Purpose. Climate Information may not be disclosed to any third party except in circumstances where (and only to the extent that) disclosure of such information is reasonably necessary for compliance with a party’s sustainability-related disclosure obligations, or otherwise explicitly permitted under clause \[_insert reference to clause dealing with permitted disclosures_\].

**January 2026**

This clause has been updated following a routine quality assurance review.

**February 2025**

This clause has been updated following a routine Quality Assurance 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.