Disclaimer - please read
The definitions 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 definitions 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 definitions 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 definitions 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 definitions 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 definitions, 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 definitions or any other person. Users should use their own professional judgement in the application of these definitions to any particular circumstance or jurisdiction or seek independent legal advice.
At present, all the definitions are based on the laws of England and Wales. We encourage the conversion of these precedent definitions for use in other jurisdictions.
Greenhouse Gases (GHGs) means the natural and anthropogenic gases which trap thermal radiation in the earth’s atmosphere and are specified in Annex A to the Kyoto Protocol to the United Nations Framework Convention on Climate Change (UNFCCC) [or otherwise specified by the UNFCCC at the date of this agreement], as may be amended from time to time[, which include carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs), sulphur hexafluoride (SF6), and nitrogen trifluoride (NF3),] each expressed as a total in units of Carbon Dioxide Equivalent (CO2e).
Option 2 (as defined in Owen’s Clause)
Greenhouse Gases (GHGs) means natural and anthropogenic gases that contribute to or accelerate the greenhouse effect by absorbing infrared radiation, including but not limited to: carbon dioxide, methane, nitrous oxide, sulphur hexafluoride, hydrofluorocarbons, perfluorocarbons, chlorofluorocarbons and nitrogen trifluoride.
The GHGs covered by the UNFCCC and subsequent international agreements may change as scientific knowledge evolves. Optional wording is included in the definition to capture other climate forcing gases that the UNFCCC may include within the international agreements.
You may wish to include other, optional GHGs (for example, GHGs regulated by the Montreal Protocol on Substances that Deplete the Ozone Layer) within the scope of the relevant agreement. The GHG Protocol includes optional GHGs within its reporting requirements in certain circumstances including as long as the 100-year Global Warming Potential (GWP) values for these GHGs have been defined in IPCC Assessment Reports (see GHG Protocol: Required Greenhouse Gases in Inventories (PDF)).
Supply chain clauses, national climate laws, Articles of Association, finance documentation.
Greenhouse Gases (GHGs) is used in the following TCLP clauses:
[Aatmay’s Clause] Sustainable and Circular Economy Principles in Leasing Arrangements for Repairs and Alterations;
[Alex’s Clause] Circular Economy Product Design Obligation;
[Alexandro’s Clause] Net Zero Sponsor Activation Clause;
[Archie’s Clause] Insurance Premium Adjustment for D&O Climate-related Financial Disclosures;
[Ashkan’s Clause] Sustainable On Site Working Practices;
[Austen’s Clause] Sustainability Clauses in Supply Chain Contracts;
[Caesar’s Clause] Greener and More Efficient HGVs in Road and Multimodal Transport Agreements;
[Callum & Theo’s Clause] Climate Standard Transaction Terms;
[Cassie’s Clause] Insurance: Disclosure and Mitigation of Pending Climate Change Litigation;
[Connor’s Clause] Exclusions from Insurance Coverage for Climate Harms;
[Dottie’s Clause] Climate Purchase Agreement and Underwriting Sponsor Warranties;
[Elliot’s Handbook] Net Zero Culture Employment Handbook;
[Emma’s Clause] Green Residential Lease Clauses;
[Evelyn & Ezra’s Clause] Securing Net Zero in Planning Development Projects;
[Georgie’s Clause] Promotion of Carbon Sinks and Ecological Restoration in Lettings of Rural Land;
[Felix’s Clause] Net Zero Completion Adjustment Clause;
[Gordon’s DDQ] Capital Markets ESG Due Diligence Questionnaire;
[Iris’ Clause] Climate Contract Risk Sharing (ex Force Majeure);
[Izzy’s Clause] Benchmarking of Project Greenhouse Gas Emissions;
[Jessica’s Clause] Carbon Contract Clauses for Environmental Performance, and Associated Incentives and Remedies;
[Larissa’s Clause] Facility Agreement Clauses Promoting Sustainability-linked Loans within the Cement Industry;
[Kaia’s Clause] Climate Purposed NDA Terms (Confidentiality Agreement);
[Ming’s Clause] Target Product Carbon Footprint (Schedule for Consumer Goods Contracts);
[Owen’s Clause] Net Zero Target Supply Chain Cascade Clauses;
[Pasfield’s Clause] Paris Aligned Company Articles;
[Ragnar’s Clause] Green Company Articles;
[Raphael’s Procurement DDQ] Climate Change Due Diligence Questionnaire for Suppliers;
[Rory’s Clause] Net Zero Land Promotion Agreement;
[Rose’s Clause] GHG Emissions Management Plans in Infrastructure and Construction Project Finance;
[Rosie’s Clause] Alteration/ Improvement Provisions in Leases to Improve Climate/ Environmental Impact of Buildings and Better Use of Shared Space;
[Sasha’s Clause] Net Zero Within Company Whistleblowing Policies;
[Scarlett’s Performance Conditions] Environmental, Social and Governance (ESG) Based Performance Conditions for Employee Incentive Awards;
[Sebastian’s Clause] Entire Business Net Zero Objectives;
[Sienna’s Clause] Green Acquisition Obligations;
[Teddy’s Clause] Supplier Environmental Threshold Obligations;
[Tristan’s Clause] Construction Materials: Procurement;
[Zack’s Clause] SPA/Investment Agreement: Disclosure of Climate Change Plans;
[Zain’s Clause] Carbon Footprint Reduction – Mutual Notification Right (Carbon Footprint Reduction Notice)Mutual Sustainability Rights; and
[Zoë and Bea’s Clause] Green Supplier Agreement Terms.
IPCC: Glossary (English) (PDF)
UNFCCC: Kyoto Protocol (PDF)