--- title: Coolerplate Clauses (Climate Aligned Boilerplate) date: 2024-03-27T14:16:22Z modified: 2026-01-29T14:35:39Z permalink: "https://chancerylaneproject.org/clauses/coolerplate-clauses-climate-aligned-boilerplate/" type: clause status: publish excerpt: "" wpid: 2073 jurisdiction: - England & Wales maintenance-status: - Not maintained clause_child_name: "Nico's Clause" clause_summary: "

‘Coolerplate’ generic clauses for every contract: embedding climate issues and net zero targets in the entire contract so that these flow into contract management and the commercial lifecycle.

" clause_last_updated_date: 2022-08-16 related_clauses: false --- ## Child’s name Nico’s Clause ## Summary ‘Coolerplate’ generic clauses for every contract: embedding climate issues and net zero targets in the entire contract so that these flow into contract management and the commercial lifecycle. ## What this clause does To focus parties on considering the climate emergency in their wider commercial conversations and to ensure that climate positive behaviours are cascaded throughout their contractual documents, from recitals to execution. ## Clause Content \[_Drafting note: capitalised terms relate to either a defined term in this clause or a defined term in the main agreement that this clause is designed to be inserted into._\] **1.1 Announcements** The parties shall not publicly mention (or allow third parties to publicly mention) this Agreement without the prior written consent of the other party\[ies\], except: 1.1.1 to promote: (a) Energy Saving; \[_See TCLP Glossary:_ [_Energy Savings_](https://chancerylaneproject.org/glossary/energy-savings/) _for definition and explanatory notes_\] (b) Offsetting; \[_See TCLP Glossary:_ [_Offsetting_](https://chancerylaneproject.org/glossary/offset-or-offsetting/) _for definition and explanatory notes_\] (c) carbon reduction; or (d) any other matters relating to a party’s: (i) Climate Change strategies, activities or targets; \[_See TCLP Glossary:_ [_Climate Change_](https://chancerylaneproject.org/glossary/climate-change/) _for definition and explanatory notes_\] or (ii) Net Zero Target or Net Zero Objectives; \[_See TCLP Glossary:_ [_Net Zero Target_](https://chancerylaneproject.org/glossary/net-zero-target/) _for definition and explanatory notes_\] or 1.1.2 as required by: (a) law; (b) any governmental or regulatory authority (including any relevant securities exchange); (c) any court; or (d) other authority of competent jurisdiction. 1.1.3 Each party shall not unreasonably withhold or delay granting their prior written consent pursuant to this clause \[1.1\]. **1.2 Climate risk sharing** \[_Insert_ [_Iris’ Clause_](https://chancerylaneproject.org/clauses/climate-contract-risk-sharing/)_._\] **1.3 Assignment** 1.3.1 The parties shall not assign, transfer, mortgage, charge, declare a trust of or otherwise deal with the rights and obligations under this Agreement without the prior written consent of the other party. 1.3.2 Clause 1.3.1 shall not apply if the principal reason for such dealing is to prevent an Adverse Climate Outcome. **1.4 Sub contract** 1.4.1 \[_Insert standard prohibition on subcontracting._\] 1.4.2 Each party may subcontract or delegate any of its obligations under this Agreement to any third party, if: (a) the purpose of the subcontract or delegation is to \[reduce the Carbon Footprint/ further the parties’ achievement of the Net Zero Target/ _insert relevant desired climate outcomes_\]; and (b) it gives prior written notice of the subcontract or delegation to the other party. **1.5 Waiver** The parties’ rights and remedies under this Agreement or law shall not be waived, precluded or restricted by a party’s failure or delay in exercising them if the principal reason for the failure or delay was to prevent an Adverse Climate Outcome. \[_Drafting note: the word ‘if’ makes the waiver a ‘dark green’ clause. This is because the parties only benefit from waiver protection if the delay or failure to exercise their rights and remedies is because they were trying to prevent an Adverse Climate Outcome. No other reason for delay or failure will grant waiver protection. This is an acknowledged departure from standard waiver clauses._\] **1.6 Further climate assurance** 1.6.1 The parties agree to minimise the Carbon Footprint of their activities wherever \[possible/ practicable\] when performing their obligations under this Agreement. \[_See TCLP Glossary:_ [_Carbon Footprint_](https://chancerylaneproject.org/glossary/carbon-footprint/) _for definition and explanatory notes._\] 1.6.2 Each party shall promptly execute such documents and take all reasonable steps necessary to: (a) give full effect to this Agreement; (b) further the parties’ achievement of the Net Zero Target; \[_See TCLP Glossary:_ [_Net Zero Target_](https://chancerylaneproject.org/glossary/net-zero-target/) _for definition and explanatory notes_\] and (c) avoid the performance of this Agreement causing an Adverse Climate Outcome. **1.7 Notice** 1.7.1 The parties shall avoid printing documents and the GHG Emissions relating to postal delivery by sending notices or other communications relating to this Agreement electronically. \[_See TCLP Glossary:_ [_Greenhouse Gas (GHG) Emissions_](https://chancerylaneproject.org/glossary/greenhouse-gas-emissions/) _for definition and explanatory notes._\] 1.7.2 Notices must be sent by email to be valid. Other communications may be sent in other electronic forms agreed by the parties. 1.7.3 Notices must be sent to: (a) Party 1: \[_insert email address_\]; (b) Party 2: \[_insert email address_\]; or in each case to such other email address as notified by the receiving party \[from time to time\]. 1.7.4 Any notice or communication shall be deemed to have been received at the time it is sent to the relevant email address\[es\] specified in clause \[1.7.3\]. **1.8 Green dispute management** \[_Insert_ [_Toby’s Clause_](https://chancerylaneproject.org/climate-clauses/avoidance-of-excessive-paperwork-in-dispute-resolution/)_._\] **1.9 Dispute resolution** 1.9.1 \[_Insert standard alternative dispute resolution (ADR) wording_.\] 1.9.2 The parties shall, in respect of any \[\[Mediation\] and/or \[Arbitration\]\] proceedings that take place in accordance with this clause \[1.9\]: (a) use electronic documents, bundles and pleadings; (b) arrange for the proceedings to take place virtually to avoid GHG Emissions from travel and accommodation; and (c) consider, agree and implement practicable steps to offset the climate impact of the proceedings. **1.10 Climate Professional determination** 1.10.1 A Climate Professional is an independent person appointed in accordance with this clause \[1.10\] to resolve issues between the parties relating to \[i_nsert climate change related clauses or reference entire Coolerplate_\]. 1.10.2 The parties shall agree on the appointment of a Climate Professional and their appointment in accordance with clause \[1.11\] (_Expert determination_). **1.11 Expert determination** \[_Insert standard provisions._\] **1.12 Entire agreement** 1.12.1 \[_Insert standard entire agreement wording._\] 1.12.2 The parties have no claim for innocent or negligent misrepresentation except where such misrepresentation directly \[or indirectly\] leads to an Adverse Climate Outcome. **1.13 Variation** Except as expressly provided in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives), except in accordance with \[_insert a reference to_ [_Iris’ Clause_](https://chancerylaneproject.org/climate-clauses/climate-risk-sharing-provisions/)\]. **1.14 Severance** \[_Insert standard severance provisions_.\] **1.15 No partnership or agency** \[_Insert standard provisions._\] **1.16 Impacted Party rights** Where the parties take steps that contribute to an Adverse Climate Outcome and impact individual people or communities (the **Impacted Party** or **Impacted Parties**), the Impacted Party has the right to be consulted. The parties must make reasonable efforts to contact, engage with and consult the Impacted Party at the outset and throughout the activities that may affect the Impacted Party or their community. **1.17 Costs** \[_Insert standard costs provisions unless there are some climate-related costs that a particular party should bear._\] **1.18 Climate conflict** If there is an inconsistency between this Agreement \[and the schedules relating to \[Sustainability, Net Zero Targets, Offsetting and Insetting,\]\] \[_insert other provisions from overriding climate objectives_\] (each \[such schedule/ provision\] a **Climate Clause** and together the **Climate Clauses**), the Climate Clauses shall prevail. **1.19 Climate survival** On termination or expiry of this Agreement, the following clauses shall continue in force: \[_insert any clauses relating to climate change that should survive termination of the contract_\]. **1.20 Electronic signatures and counterparts** This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement. **1.21 Governing law and jurisdiction** 1.21.1 \[_Insert standard governing law and jurisdiction clauses._\] 1.21.2 Notwithstanding the provisions of clause \[1.21.1\], nothing in this clause shall limit the right of either party to bring proceedings against the other in any other court of a country where a party is alleged to have caused an Adverse Climate Outcome as a result of an alleged breach of this Agreement. ## Topics **Jurisdictions:** [England & Wales](https://chancerylaneproject.org/news/jurisdiction/england-wales/) **Maintenance status:** [Not maintained](https://chancerylaneproject.org/news/maintenance-status/not-maintained/)