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Sample performance conditions that provide for part of a share-based incentive award to vest dependent upon the meeting of ESG targets (specifically climate targets).
A net zero/ carbon budget adjustment clause included as part of a completion accounts mechanism to provide “Carbon Certainty”.
Green execution protocols which parties can adopt at the start of a transaction to minimise the carbon footprint of deal execution.
A clause in production agreements obliging video/film production companies to disclose the carbon footprint generated by the production of the video/film in the credits.
Commissioning broadcasters and platforms contractually requiring production companies to promote sustainable product consumption and travel, both on-screen and during production.
A contractual duty in charterparties for both parties (charterers and owners) to take all reasonable steps to maximise energy efficiency.
A generic reporting/disclosure clause that can be included in the Loan Market Association (LMA) information and undertakings provisions of any corporate loan and is not limited to 'green' loans.
A set of sustainability-linked clauses to be incorporated into Facility Agreements: including covenants, representations and a ratcheted interest rate linked to emissions reduction performance.
A climate-friendly governing law clause, requiring that the governing law is interpreted in a manner consistent with the objectives of the UNFCCC and the Paris Agreement.
A clause (which is revenue neutral for the employer) requiring contractors and project delivery teams to use sustainable working practices on site in order to reduce the energy used in construction.
Sustainable and circular economy provisions for the repair, alteration, yielding up and decoration covenants in a lease, which encourage landlords and tenants to re-use goods and materials.
A capital markets focused due diligence questionnaire (DDQ) requiring the company to provide information regarding its impact on and considerations of climate change issues for the present and future.
Contractual obligations in respect of the usage of materials and waste management to ensure consequential GHGs are minimised.
Drafting resources to help local planning authorities gain confidence in requiring carbon neutral development as standard in their areas through policy, planning conditions and obligations.
Two similar protocols (litigation and arbitration) with modules which parties can opt into at the start of a dispute to make it lower carbon and greener.
Insert a clause into landscape architect appointments and/ or building contracts requiring the appointee to utilise the available open space in an environmentally efficient manner.
A condition to insurance cover requiring the insured to put in place a robust net zero transition plan prior to the inception of cover for climate-related liability claims.
Model clauses, as a set of optional riders divided into product categories and ESG goals, to incorporate SLPs into traditional financing documents, standard T&Cs and finance products.
Model climate terms and conditions that an impact investor financing private sector infrastructure in developing countries can incorporate into its standard documents.
A clause containing mutual obligations to allow all parties to either perform their own obligations in a way that reduces their carbon footprint and/ or require other parties to do so.
Including pro-active disclosure requirements in M&A or investment transactions brings climate targets and aims to the forefront of the minds of management of the target and the buyer/ investors.
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.
A formal ‘carbon budget’ alongside the traditional financial budget for construction projects, to incentivise industry participants to reduce GHG emissions through use of more sustainable materials.
A contractual obligation between the parties stating that, in the event of a dispute, parties agree to settle it in a ‘green’ manner.
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.
Requirements within franchise agreements for rail operators to use a certain percentage of low emissions vehicles and to think of long-term sustainability solutions, beyond their own franchise.
Require landlords to act reasonably when tenants propose alterations to their premises (and associated changes of use) or improvements to common areas, which have a positive climate impact.
Clauses encouraging parties to arbitration to create all documents in electronic form and conduct all hearings remotely/virtually, where possible.
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.
This clause incentivises companies to mitigate climate risk through a reduction in insurance premiums for policyholders who meet agreed disclosure standards regarding climate-related financial risks.
Alice's Clause gives businesses a tool to require their suppliers to use fewer Single Use Plastics (SUPs) in the provision of facilities services.
Embeds ‘Repair, Reuse and Recycle’ concepts in procurement / supply agreements for the benefit of the client, end consumer and environment.
Revising the standard of care to require Contractors and Service Providers to adhere to "Best Industry Practice" in mitigating climate risk and ensure that the Project meets its "Net Zero Objectives".
Drafting for leasehold agreements that impose obligations on buyers and tenants to use the property in an environmentally conscious way.
Net Zero and sustainability clauses into employment handbooks so that these issues permeate all levels of the employment relationship and encourage development of a Net Zero Culture in the company.
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.
Green AST clauses to give tenants a modest rental rebate for 'green' household management and give landlords the ability to invest in renewable energy installations while their rentals are occupied.
Amendments to standard land promotion agreements and precedents aimed at balancing climate change and environmental issues against maximising financial returns for the landowner and promoter.
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.
A clause that incentivises building contractors to propose 'Net Zero Modifications' to project works, which will benefit the Employer, the overall Project and the environment into the future.
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.
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.
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.
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.
Green loan clauses that are aligned to the Green Loan Principles (as defined below) by reference to Loan Market Association (LMA) style drafting.
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.
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.
A clause that builds ESG considerations into a company’s articles of association.
Eric's Clause repurposes employee leave periods as opportunities to volunteer with environmental organisations by integrating climate-conscious employer-employee obligations into employment contracts.
Extension of director and major shareholder warranties and issuer/director undertakings in underwriting, sponsor and similar agreements in respect of environmental position and climate risk.