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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.
Scope 1, 2 and 3 Emissions means the three classifications of emissions in the GHG Protocol.
Scope 1 Emissions means the direct Greenhouse Gas Emissions from sources directly owned or controlled by the [Company][, including on site fuel combustion and emissions from chemical production in owned or controlled process equipment, refrigerant losses and company vehicles.]
Scope 2 Emissions means the indirect Greenhouse Gas Emissions associated with the generation of electricity[, steam, heat and cooling] purchased or acquired by the Supplier.
Scope 3 Emissions means all indirect Greenhouse Gas Emissions from sources which are not directly owned or controlled by the [Company], excluding Scope 2 Emissions, which occur both upstream and downstream in the [Company]’s supply or value chain [related to the [Product/Services]][, including business travel, procurement, waste and water].
Related Term (Total Emissions)
Total Emissions means the sum of the [Company]’s Scope 1, 2 and 3 Emissions, in each case arising out of the performance of its obligations under this [agreement], in a given [emissions reporting period].
Drafters using Option 2 may include company-specific examples.
The GHG Protocol constitutes a partnership between the World Resources Institute (WRI) and the World Business Council for Sustainable Development (WBCSD). It is recognised by the UK government as an independent standard for reporting Greenhouse Gases.
In order to calculate the Carbon Footprint of an organisation or project, the GHG Protocol requires that the 3 types of emissions be accounted for separately.
The GHG Protocol can be used by a variety of organisations for developing a GHG inventory and reporting on GHG emissions including companies, NGOs, government agencies, and universities.
Supply chain clauses, national climate laws, other agreements or documents that require the measurement and accounting of GHG Emissions.
Scope 1,2 and 3 Emissions is used in the following TCLP clauses:
[Alexandro’s Clause] Net Zero Sponsor Activation Clause;
[Annie’s Clause] Green Termination Provision (Short Form);
[Callum & Theo’s Clause] Climate Standard Transaction Terms;
[Emma’s Clause] Green Residential Lease Clauses;
[Gordon’s DDQ] Capital Markets ESG Due Diligence Questionnaire;
[Jessica’s Clause] Carbon Contract Clauses for Environmental Performance, and Associated Incentives and Remedies;
[Luna’s Clause] Net Zero Aligned Construction Modifications;
[Maria’s Scorecard] Supply Chain Emissions Scorecard;
[Ming’s Clause] Target Product Carbon Footprint (Schedule for Consumer Goods Contracts);
[Scarlett’s Performance Conditions] Environmental, Social and Governance (ESG) Based Performance Conditions for Employee Incentive Awards; and
[Teddy’s Clause] Supplier Environmental Threshold Obligations.