SME’s Net Zero Objectives

David's Clause

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.

Green Shareholders’ Agreement (Short Form for SMEs)

Ava's Clause

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.

The Net Zero Standard for Suppliers

Matilda's Annex

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.

Reducing Supply Chain Food Waste

Runa's Clause

Clauses to redress the balance in the food chain by promoting fairness for the producer whilst supporting the customer to ensure produce is not wasted at any point throughout the supply chain.

Green Company Articles

Ragnar's Clause

An underlying framework of green obligations, which target a company’s decision making, internal investments and reporting in addressing material environmental issues for the company.

Auditing Water Usage in Supply Chains

Lagatha's Clause

A clause aimed at reducing the use and wastage of water throughout a company's supply chain by requiring suppliers to provide audit results to the company.

Paris Aligned Company Articles

Pasfield's Clause

A net zero focused variation of Arlo’s Clause (ESG Aligned Company Articles) to include in a company’s articles of association, drafted by reference to TCLP’s net zero resources.

Entire Business Net Zero Objectives

Sebastian's Clause

A menu of climate aligned practical steps organisations can require their counterparties to take to transition to net zero.

Climate Policy Footprint

Emilio's Checklist

A checklist that requests one off or repeated disclosure of a company’s climate-related lobbying, financing, sponsoring and climate leadership activities.

Net Zero Sponsor Activation Clause

Alexandros’ Clause

A clause focusing on activation of sponsor rights relating to net zero to incentivise change, including a ‘reverse win bonus’ for the Sponsor if they hit their net zero target sooner.

Board Paper Implementing Net Zero for SMEs

Lila's Clause

A board paper for building net zero objectives and targets into corporate strategy and for ongoing monitoring and evaluation of a company’s progress against its net zero targets.

Climate Recitals

Eddie's Recitals

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.

Climate Solutions IPR Licence

Benjamin's Licence

ESG commitments by an intellectual property rights (IPR) holder to make available certain IPR for the research and development of third party commercial solutions to minimise climate change.

Employee Climate Engagement Provisions

Athena's Clause

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.

Net Zero Completion Adjustment Clause

Felix's Clause

A net zero/ carbon budget adjustment clause included as part of a completion accounts mechanism to provide “Carbon Certainty”.

Green Transaction Execution Protocols

Evan's Protocols

Green execution protocols which parties can adopt at the start of a transaction to minimise the carbon footprint of deal execution.

Choice of Green Governing Law Clause

Leo & Molly's Clause

A climate-friendly governing law clause, requiring that the governing law is interpreted in a manner consistent with the objectives of the UNFCCC and the Paris Agreement.

Capital Markets ESG Due Diligence Questionnaire

Gordon's DDQ

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.

Green Litigation and Arbitration Protocols

Emilia's Protocols

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.

Sustainability Clauses in Supply Chain Contracts

Austen's Clause

Using supply chain contracts to extend positive climate change measures adopted in one country to contracting parties in other countries that may have less of a legislative focus on climate.

Green Acquisition Obligations

Sienna's Clause

A share purchase/ asset purchase agreement clause requiring the purchaser to maintain/ improve the target company's green credentials post acquisition, linked to payment from escrow if successful.

Low Carbon Arbitration Hearings

Mia's Clause

Clauses encouraging parties to arbitration to create all documents in electronic form and conduct all hearings remotely/virtually, where possible.

Supply Chain Emissions Scorecard

Maria's Scorecard

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.

Net Zero Culture Employment Handbook

Elliot's Handbook

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.

Climate Change Due Diligence Questionnaire

Lola & Harry's DDQ

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.

Green Shareholders’ Agreement

Lauren's Clause

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.

Climate Contract Risk Sharing (ex Force Majeure)

Iris' Clause

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.

Climate Change Clauses for Heads of Terms

Hanley's Clause

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.

Green Investment Obligations

Frank's Clause

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.

Employer-Employee Environmental Obligations

Eric's Clause

Eric's Clause repurposes employee leave periods as opportunities to volunteer with environmental organisations by integrating climate-conscious employer-employee obligations into employment contracts.

Board Minutes: Consideration of Climate Change Factors

Darcy's Board Minutes

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.