Draft a supply chain due diligence flow-down clause aligned with the Corporate Sustainability Due Diligence Directive.
Law & Contract Management
Drafting Climate and Sustainability Clauses in Commercial Contracts
Draft enforceable climate and sustainability clauses covering supply chain due diligence flow-down, emissions data sharing, sustainability-linked pricing and greenwashing risk.
🗓️Duration5 training days
📚Content4 modules · 8 sessions
🎓On completionAccredited attendance certificate
About the programme
Course Overview
Sustainability commitments made at board level only mean something if they survive translation into contract clauses, and most commercial lawyers are now asked to draft terms for obligations that did not exist in a standard agreement three years ago. This course focuses entirely on the drafting problem: how to write a supply chain due diligence flow-down clause that satisfies the Corporate Sustainability Due Diligence Directive without creating unworkable audit rights, how to structure an emissions data sharing obligation that a supplier can actually fulfil, and how to build a sustainability-linked pricing mechanism that ties a discount or penalty to a verifiable, not aspirational, metric. Participants also work on deforestation-free sourcing warranties aligned with the EU Deforestation Regulation, termination and remediation clauses for verified ESG non-compliance, and the wording discipline that keeps a marketing-driven sustainability claim out of a contract where it could later support a greenwashing claim. Each session produces a clause participants can adapt directly, tested against the question a disputes lawyer will ask years later: what exactly did the parties agree to measure, and how would a breach be proven.
Expected Learning Outcomes
Structure an emissions data sharing obligation with realistic scope, format and verification requirements for suppliers.
Build a sustainability-linked pricing mechanism tied to a verifiable, independently auditable metric.
Draft deforestation-free and responsible sourcing warranties aligned with the EU Deforestation Regulation.
Draft termination and remediation clauses triggered by verified non-compliance with sustainability commitments.
Screen sustainability clause language for statements that could support a future greenwashing claim.
Coordinate contractual sustainability obligations with a customer's own CSRD or equivalent reporting cycle.
Who Should Attend
Commercial lawyers drafting supply and procurement agreements with sustainability terms.
In-house counsel supporting corporate sustainability and ESG reporting functions.
Procurement managers negotiating supplier sustainability commitments and audit rights.
Sustainability and ESG officers working with legal on contractual accountability mechanisms.
Contract managers monitoring supplier compliance with climate and environmental clauses.
Risk and compliance staff assessing greenwashing exposure in commercial documentation.
Course Modules
Select any module to see its sessions and points.
01Supply Chain Due Diligence Flow-Down Obligations
2 sessions · 8 points
Session 1Drafting CSDDD-Aligned Due Diligence Clauses
- Draft a supplier code of conduct incorporation clause reflecting the Corporate Sustainability Due Diligence Directive's requirements.
- Build audit and inspection rights proportionate to supplier size and risk tier rather than a uniform standard.
- Draft remediation timelines and escalation steps for a supplier found in breach of due diligence standards.
- Allocate due diligence cost and responsibility between buyer and supplier in a multi-tier supply chain.
Session 2Cascading Obligations Through Multi-Tier Supply Chains
- Draft a flow-down clause requiring a direct supplier to impose equivalent terms on its own sub-suppliers.
- Address practical limits on visibility beyond tier-one suppliers when drafting cascading obligations.
- Build a supplier self-certification mechanism that reduces audit burden while preserving accountability.
- Coordinate flow-down obligations with existing anti-slavery and human rights due diligence clauses.
02Emissions Data Sharing and Reporting Clauses
2 sessions · 8 points
Session 1Structuring Scope 3 Emissions Data Obligations
- Define the scope, format and frequency of emissions data a supplier must provide under a data sharing clause.
- Draft verification requirements specifying acceptable calculation methodologies and third-party assurance standards.
- Address confidentiality and competitive sensitivity concerns a supplier may raise over granular emissions data.
- Set consequences, short of termination, for late or incomplete emissions data submission.
Session 2Coordinating Contractual Data Flows with Corporate Reporting Cycles
- Align supplier data submission deadlines with the buyer's own CSRD or equivalent sustainability reporting timetable.
- Draft data quality warranties addressing the buyer's reliance on supplier data for regulatory disclosures.
- Build a joint methodology annex so both parties calculate emissions data using a consistent standard.
- Address liability allocation where inaccurate supplier data leads to a misstated corporate emissions disclosure.
03Sustainability-Linked Pricing and Performance Mechanisms
2 sessions · 8 points
Session 1Designing Sustainability-Linked Pricing Clauses
- Select a verifiable sustainability metric capable of supporting a pricing adjustment mechanism without dispute.
- Draft a pricing formula linking a discount or premium to achievement of a defined sustainability threshold.
- Build an independent verification step confirming metric achievement before a pricing adjustment applies.
- Address what happens to pricing terms if the underlying sustainability metric methodology changes mid-contract.
Session 2Deforestation-Free Sourcing and Environmental Warranties
- Draft a deforestation-free sourcing warranty aligned with the EU Deforestation Regulation's due diligence statement requirements.
- Require geolocation or traceability data supporting a supplier's deforestation-free sourcing claim.
- Draft indemnity provisions addressing losses from a false or unsubstantiated environmental warranty.
- Coordinate sourcing warranties with certification schemes a supplier already holds, avoiding duplicated audit requests.
04Enforcement, Termination and Greenwashing Risk Control
2 sessions · 8 points
Session 1Termination and Remediation for Sustainability Non-Compliance
- Draft a tiered remediation and termination clause distinguishing minor breaches from systemic non-compliance.
- Set objective evidence standards a party must meet before invoking a sustainability-related termination right.
- Build a corrective action plan mechanism giving a non-compliant supplier a defined path back to compliance.
- Address transition and replacement supplier arrangements where termination for non-compliance proceeds.
Session 2Controlling Greenwashing Risk in Contract Language
- Screen contract recitals and marketing-facing schedules for unsubstantiated superlative sustainability claims.
- Replace aspirational sustainability language with specific, measurable and verifiable contractual commitments.
- Coordinate contract language review with marketing and communications teams referencing the same commitments publicly.
- Assess litigation and regulatory exposure where a contractual sustainability claim later proves inaccurate.
What the participant receives
4 course modules
A structured syllabus
8 training sessions
across 5 days
32 detailed points
Applied, detailed content
Accredited attendance certificate
On completing the programme
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