Climate clause

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.

This is a climate clause

This clause brings climate considerations to your drafting. It is not yet net zero aligned. To align this clause with net zero, use our toolkit or join one of our events.

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Why use this?

Businesses sign up to multiple NDAs each year. These clauses provide a unique opportunity for 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.

Disclaimer - please read

The clauses on this website (and published in our Climate Contract Playbook) have been prepared in good faith on a pro bono basis and are free to download and use. The clauses have been drafted and edited by a variety of lawyers and, as such, the approaches to drafting may not conform to any particular drafting norms. We acknowledge this as a consequence of the collaborative drafting process.

The clauses on this website (and published in our Climate Contract Playbook) are provided on an ‘as is’ basis and without any representation or warranty as to accuracy or that the clauses will achieve the relevant climate goal or any other outcome.

This website (and the Climate Contract Playbook) does not comprise, constitute or provide personal, specific or individual recommendations or advice of any kind, and does not contain legal or financial advice. The clauses are precedents for legal professionals to use, amend and negotiate using their professional skill and judgement and at their own risk.

While care has been taken in the drafting of these clauses, neither The Chancery Lane Project nor any of its contributors owe a duty of care to any party in relation to their preparation and do not accept any liability for any errors or omissions, nor for any loss incurred by any person relying on or using these clauses or any other person. Users should use their own professional judgement in the application of these clauses to any particular circumstance or jurisdiction or seek independent legal advice.

At present, all the clauses are based on the laws of England and Wales. We encourage the conversion of these precedent clauses for use in other jurisdictions.

The clause

Additional Recital

(A) The parties have agreed to consider the Climate Change Purpose as part of their discussions relating to the Commercial Purpose.

 

Additional Definitions

Climate Change Purpose means the achievement of the parties’ climate goals and targets. Such goals and targets shall be aligned with the Paris Agreement 2015.

Commercial Purpose means [insert Purpose of the NDA i.e. ‘Discussions about X, consideration of Y, provision of Z’].

 

Additional 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 as part of the Commercial Purpose and any future commercial relationship arising from those discussions and negotiations.

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 [save in accordance with clause [●]).

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