Model clause

Cooler-Plate Clauses (Climate Aligned Boilerplate)

Nico's Clause

‘Cooler Plate’ 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.

Skip to clause

Why use this?

Boilerplate clauses are often generic, and almost entirely without reference to the environment and climate.

The proposed additions will mean that the parties will have to consider climate change in their wider commercial conversations. This puts environmental and climate change issues at the front and centre of every business discussion.

This drafting will be particularly relevant where one or both of the parties has a publicly stated net zero target. It will ensure climate is cascaded from the recitals of a contract to the execution block.

How it promotes a net zero future

The clauses will ensure climate change is considered throughout the lifecycle of a contract. In effect, it will help to make climate change a live topic throughout any contract management process.

The clauses also:

- Set the tone so that Climate pervades every element of a business; and
- Align contract management teams with climate.

Disclaimer - please read

The clauses 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 clauses 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 clauses 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 clauses 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 clauses 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 clauses, 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 clauses or any other person. Users should use their own professional judgement in the application of these clauses to any particular circumstance or jurisdiction or seek independent legal advice.

At present, all the clauses are based on the laws of England and Wales. We encourage the conversion of these precedent clauses for use in other jurisdictions.

The clause

Additional Definitions

Adverse Climate Outcome (ACO) means any material outcome which may have an adverse effect on the climate, and includes but is not limited to: 

  1. reduced Air Quality; 
  2. an increase in GHG Emissions; 
  3. [depletion of Natural Capital]/[dumping of stock that was created using Natural Capital]; 
  4. wasted Embedded Carbon; or 
  5. [INSERT OTHER ADVERSE EFFECTS].

 

Cooler Plate Clauses 

1.1. Announcements

(a) Neither party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except:

(i) For the purpose of promoting Energy Saving, Carbon Offsetting, Carbon Reduction or any other matters relating to a party’s Climate Change strategies, activities or targets or Net Zero Target or Objectives.  

(ii) As required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction. 

1.2. Climate Risk Sharing

[INSERT IRIS’ CLAUSE (CLIMATE RISK SHARING PROVISIONS)].

1.3. Assignment

Neither party shall assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other party, except where a party can evidence that the principle reason for such dealing was to prevent an Adverse Climate Outcome. 

1.4. Sub Contract

(a) [INSERT STANDARD PROHIBITION ON SUB-CONTRACTING]  

(b) Either party may subcontract or delegate any or all of its obligations under this Agreement to any third party, provided that the purpose of such subcontract or delegation is to [reduce the Carbon Footprint/further the parties’ achievement of the Net Zero Target/ INSERT RELEVANT DESIRED CLIMATE OUTCOMES] and that it gives prior written notice of such subcontract or delegation to the other party.

1.5. Waiver

(a) No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy, except where a party can evidence that the principle reason for a failure or delay was to prevent an Adverse Climate Outcome. 

(b) No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

1.6. Further Climate Assurance

(a) The parties agree to, wherever [practicable]/[possible], perform their obligations under this Agreement [in a way that [reduces or minimises the Carbon Footprint associated with the activities under this Agreement].

(b) Either party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute such documents and perform such acts as may reasonably be required for the purpose of:

(i) furthering the parties’ achievement of the Net Zero Target;

(ii) avoiding the occurrence of an Adverse Climate Outcome as a result of performing the obligations in this Agreement; and

(iii) giving full effect to this Agreement.

1.7. Notice

(a) To avoid printing documents and the release of GHG Emissions relating to the transportation of post, any notice or other communication given to a party under or in connection with this Agreement shall be sent by email to:

(i) Party 1[INSERT EMAIL]; or 

(ii) Party 2 [INSERT EMAIL].

or in each case to such other email address as may be notified from time to time by the receiving party.

(b) Any notice or communication shall be deemed to have been received at the time the notice is sent to the email addresses specified in clause 1.7(a) above;

(c) A notice given under this agreement is not valid unless sent by email.

1.8. Green Dispute Management

[INSERT TOBY’S CLAUSE (CARBON EFFICIENT DISPUTE RESOLUTION)

1.9. Dispute resolution 

(a) [INSERT STANDARD ALTERNATIVE DISPUTE RESOLUTION (ADR) WORDING]

(b) The parties shall, in respect of any [[Mediation] and/or [Arbitration]] proceedings that take place in accordance with this Clause [1.9]:

(i) utilise electronic documents, bundles and pleadings at all stages;

(ii) arrange for such proceedings to take place virtually in order to avoid GHG      Emissions from travel and accommodation; and

(iii) consider and discuss practicable steps that could be undertaken to offset the climate impact of such proceedings being held, and adopt any such steps which the parties reasonably agree will not have an adverse effect on the holding of such proceedings.     

1.10 Climate Professional Determination  

(a) A Climate Professional is a person appointed in accordance with this clause to resolve issues between the parties relating to [INSERT CLIMATE CHANGE RELATED CLAUSES OR REFERENCE ENTIRE COOLER PLATE].

(b) The parties shall agree on the appointment of an independent Climate Professional and shall agree their appointment in accordance with Clause [   ] (Expert Determination).

1.11 Expert Determination

[INSERT STANDARD PROVISIONS

1.12. Entire agreement

(a) [INSERT STANDARD ENTIRE AGREEMENT WORDING

(b) Each party agrees that it shall have no claim for innocent or negligent misrepresentation except where such misrepresentation has directly led 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), expect in accordance with [INSERT REFERENCE TO IRIS’ CLAUSE (CLIMATE RISK SHARING PROVISIONS)]. 

1.14. Severance

[INSERT STANDARD SEVERANCE PROVISIONS]

1.15. No partnership or agency

(a) [INSERT STANDARD PROVISIONS]

(b) Each party confirms it is acting on its own behalf and not for the benefit of any other person except in where the act relates to avoiding an Adverse Climate Outcome where it is recognised that each party may be acting for the benefit of other persons or the general public at large.

1.16. Third-party rights

(a) Save for [INSERT SPECIFIC ENTITY (SUCH AS CLIMATE NGOS) WHICH THE PARTIES HAVE AGREED TO BE ACCOUNTABLE TO FOR THEIR USE OF NATURAL CAPITAL AND GHG EMISSIONS] the (“Climate Change Third Party”), a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. 

(b) The Climate Change Third Party shall have the right to enforce [INSERT REFERENCE TO CLIMATE CHANGE RELATED CLAUSES]. 

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 any of the provisions of this Agreement and the provisions of the schedules relating to [Sustainability, Net Zero Targets, Carbon Offsetting and Insetting,] [INSERT OTHER PROVISIONS FROM OVERRIDING CLIMATE OBJECTIVES] the provisions of this Agreement 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

(a) [INSERT STANDARD GOVERNING LAW AND JURISDICTION CLAUSES

(b) Notwithstanding the provisions of clause [1.21 (a)], nothing in this clause shall limit the right of either party to take 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 the alleged breach of this Agreement.     

Join hundreds of lawyers fighting climate change

Help us and take part