Justin's Clause ties seller-provided information to contractually enforceable representations, warranties and covenants, giving a buyer access to truthful climate-related information.
This clause requires landlords to act reasonably when tenants propose alterations to their premises (and changes of use) or improvements to common areas, which have a positive climate impact.
This clause sets a carbon budget for construction projects, along with the financial budget, to reduce greenhouse gas emissions.
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.
Drew's DDQ is for buyers to assess a target’s net zero transition readiness, resilience and ability to adapt to future climate risks.
Jess & Rory's Clause incentivises a counterparty to reduce greenhouse gas emissions in exchange for a gain-share payment calculated by reference to the value of the goods or services it provides.
Rider clauses (for LMA facilities agreements) that require each Lender to confirm that a percentage of its lending is sustainable or 'green' finance.
A 'plug and play' clause for use by SMEs in a variety of contracts. Imposes mutual obligations on the parties to take steps towards net zero, with payment of a climate remediation fee for breach.
Amendments to a standard early stage shareholders’ agreement for SMEs that enable investors to hold an SME to account on climate change issues and align all parties’ interests with achieving net zero.
A simplified and consolidated version of TCLP’s existing supply chain clauses, the ‘Net Zero Standard for Suppliers’ can be annexed to any supply agreement, across all sectors and industries.
A menu of climate aligned practical steps organisations can require their counterparties to take to transition to net zero.
A set of questions that explore the climate position and net zero ambition of an organisation, specifically companies.
A checklist that requests one off or repeated disclosure of a company’s climate-related lobbying, financing, sponsoring and climate leadership activities.
Recitals that frame a contract and the intentions of the parties in terms that are aligned with achieving net zero or net negative emissions and Paris Agreement goals.
A Target Product Carbon Footprint budget (which reduces over time) for each product manufactured and supplied pursuant to the contract.
This guide and checklist can be used to introduce borrowers to, and encourage them to access, Sustainability-Linked Loans (SLLs).
A clause in employment contracts requiring the employer to provide, and the employee to participate in, a range of climate education and awareness-raising interventions.
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 contractual duty in charterparties for both parties (charterers and owners) to take all reasonable steps to maximise energy efficiency.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Introducing specific drafting into board minutes to encourage directors to consider their net zero targets and/ or carbon footprint and climate change risks as a routine part of their decision-making.
The Environmental Business Charter – a “soft touch” introduction to how environmental concerns can be integrated into the corporate and legal services environment.
Green procurement clauses and a checklist to make a standard supplier agreement focus on emissions across a value chain.
Insert at purchase warranties for environmental performance and continuous improvement obligations. This will build in long term environmental improvements and transparency into supply agreements.
Clauses that “back to back” or align a business’ net zero target with its supply chain and business partners, thus enabling the business to achieve its target or take control to achieve it.
A clause that allows a right of termination for a customer so that they can pivot to a greener supplier to meet their sustainability, climate or other environmental objectives.
Include climate metrics for performance in all contracts. Provide a mechanism akin to liquidated damages for breaches with negative climate impacts, in the form of mandatory donations to non-profits.