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.
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.
How to use this clause
(A) The parties have agreed to consider the Climate Change Purpose as part of their discussions relating to the Commercial Purpose.
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’].
[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 [●]).