About RCP
RCP works to improve human rights in global supply chains by developing and disseminating practical tools to implement human rights and environmental due diligence (HREDD) in commercial contracts. Our international team of legal and business and human rights experts collaborates with companies, investors, and public and private standard setters to achieve uptake and implementation of the core RCP Principles, which operationalize the shared-responsibility approach to HREDD enshrined in the UN Guiding Principles on Business and Human Rights, the OECD Guidelines for Multinational Enterprises, and the OECD Due Diligence Guidance for Responsible Business Conduct.
Our workstreams: RCP aims to transform the role of contracts in managing human rights and environmental (HRE) risks through four main types of engagement with:
1. Governmental organizations: including lawmakers, regulators, and enforcement agencies
2. Companies: individual and groups of companies, as well as consultancies
3. Private standard-setters: including certification schemes, industry and membership associations, and benchmarking organizations
4. Investors: including mainstream, faith-based, and impact investors.
Find out more
The Toolkit
Explore the RCP Toolkit which currently includes the EMCs, the SMCs, the MCCs and the Buyer Code
Where you can learn about our past and upcoming events, publications, and podcasts
Uptake of the Responsible Contracting Principles and Toolkit
Below is a partial list of stakeholders that have adopted aspects of the RCP Toolkit or are generally aligned with the core RCP Principles:
Apparel
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C&A - Responsible Contracting Project (RCP) has partnered with clothing retailer C&A to integrate some of the Model Contract Clauses 2.0 (MCCs 2.0) into their merchandise supply contracts’ terms and conditions. As with all tools contained in the RCP Toolkit, the MCCs 2.0 establishes a due diligence-aligned, shared-responsibility approach to contracting where both parties commit to cooperate to prevent and, as needed, remedy adverse human rights impacts in their supply chain. C&A’s new terms and conditions will reflect a strengthened commitment to engage in responsible purchasing practices, including providing reasonable assistance to suppliers to uphold human rights standards, taking measures to mitigate the human rights impacts that may be associated with order modifications, negotiating a price that enables appropriate human rights risk management using the ACT Labour Costing Protocol–which includes a commitment to ring-fence direct and indirect labour costs–and exiting responsibly. These changes aim to move away from a model of risk-shifting that places the burden on suppliers to be in perfect compliance with the brand’s code of conduct toward a more cooperative model of risk management in which the parties can work together to prevent and effectively address problems as they arise.
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Hakro - The Responsible Contracting Project (RCP) worked with HAKRO, a leading German brand for corporate wear, in the revision of its Purchasing Framework Agreement and corresponding Responsible Business Conduct Policy, the latter of which includes the HAKRO Code of Conduct, to align with the principles of responsible contracting. RCP assisted HAKRO in updating the Agreement to ensure that it reflects principles of equal partnership and shared responsibility with its strategic suppliers, not only for quality and product specifications but also for human rights and environmental due diligence (HREDD). The Agreement holds HAKRO, in its role as buyer, to responsible purchasing practices according to the Common Framework for Responsible Purchasing Practices and the Core RCP Principles. RCP’s Supplier Model Contract Clauses (SMCs 1.0) were the primary template adapted for the new Agreement. RCP conducted a gap analysis of the draft, which included alignment with the German Supply Chain Act (LKsG) and the EU Corporate Sustainability Due Diligence Directive (CSDDD). HAKRO’s tier 1 production partners further reviewed the draft agreement and were invited to make further adaptions to ensure that the outcome adequately represents both parties’ interests.
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Kuyichi - RCP worked with Dutch clothing brand Kuyichi on a gap analysis of its supply contracts as part of an ongoing collaboration with the Dutch trade association Modint. In its gap analysis, RCP identified and recommended specific clauses for the company to amend and further develop principles of shared responsibility and to align its contracts with the UNGPs and forthcoming EU-level human rights due diligence (HRDD) legislation.
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RNF - In 2024, RCP worked with Dutch fashion brand RNF/Mexx on a gap analysis of its supply contracts as part of an ongoing collaboration with the Dutch trade association Modint. In its gap analysis, RCP identified and recommended specific clauses for the company to amend to incorporate principles of shared responsibility and align its contracts with the UNGPs, the Netherlands Child Labour Due Diligence Law, and forthcoming EU-level human rights due diligence (HRDD) legislation.
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Zeeman - Although RCP was not involved in its drafting, we want to highlight and applaud the Two Way Code of Conduct of the Dutch clothing and textile retailer, Zeeman. The code outlines Zeeman’s own responsibilities to uphold human rights alongside its suppliers, including commitments to make “purchasing decisions that ensure good working conditions,” timely payments, responsible exits, and to engage in open costing to ensure orders are not placed below production costs. Zeeman’s Code also includes a phased-in goal to pay living wages. These principles are very much in line with the core RCP Principles, and we will work with other retailers to move in a similar direction.
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Ganni - In 2021, apparel brand Ganni published a Responsible Purchasing Practices Policy that references the Buyer Code, stating: “Ganni shares responsibility with our suppliers and in order to truly reflect our own social and environmental commitments and standards, we strengthened our Mutual Business Agreement with the underlying principle of Responsible Purchasing Code of Conduct published by the American Bar Association” Working Group, also known as the Buyer Code. This work is referenced in their 2021 sustainability report.
Shipping / Transportation
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Hapag-Lloyd - German shipping liner company Hapag-Lloyd published a new Supplier Code of Conduct (SCoC) in 2023 that reflects several of the core RCP Principles, including shared responsibility (described as “joining forces”) between buyers and suppliers to prevent adverse impacts and take remedial action, and a commitment to responsible purchasing practices, including responsible exit. RCP Team members advised the company on its new SCoC and its contracts.
Food / Beverage
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Ahmad Tea - As of 2023, RCP is working with Ahmad Tea, a major tea company headquartered in England, on revising its contract terms and purchase agreements to align with a shared-responsibility approach between buyers and suppliers in carrying out human rights due diligence (HRDD).
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Sustainable Terms of Trade Initiative (STTI) - In September 2023, RCP launched the Supplier Model Contract Clauses 1.0 (SMCs), a set of model clauses designed to improve human rights in the apparel and textiles industry. The SMCs were drafted at the behest of the Sustainable Terms of Trade Initiative (STTI), a global manufacturer-driven initiative, and are supported by the Initiative for Global Solidarity (IGS) and FABRIC on behalf of the German Federal Ministry for Economic Cooperation and Development (BMZ) and are implemented by Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ) GmbH. The initiative also benefits from generous pro bono counsel provided by Linklaters LLP. RCP is also developing a drafting guide for the SMCs, due out in 2024.
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Ethical Denim Council (EDC) - As of late 2023, RCP collaborated with the Ethical Denim Council (EDC), a nonprofit representing denim and jean suppliers, on the formulation of a model contract clause inspired by the RCP's Responsible Purchasing Code of Conduct, aka the Buyer Code. The clause outlines expectations for responsible business conduct between denim buyers and suppliers, specifically a non-cancelation commercial compliance clause.
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Office of Anti-Slavery Commissioner (OASC) for New South Wales, Australia - In collaboration with the Office of Anti-Slavery Commissioner (OASC) for New South Wales, Australia, RCP developed a set of model clauses for use by New South Wales public procurement entities to help them comply with Australia’s Modern Slavery Act (2018). Called the GRS Model Tender Clauses, this tool was launched in December of 2023 as part of the OASC’s Guidance on Reasonable Steps to Manage Modern Slavery Risks in Operations and Supply-Chains (“GRS”) and developed with generous pro bono counsel from Allens.
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European Union Corporate Sustainability Due Diligence Draft Directive (CS3D) - The RCP Team provided comments on the proposed amendments to the EU’s Corporate Sustainability Draft Due Diligence Directive (CSDDD) put forth by EU Parliament Member Lara Wolters in November of 2022. Aspects of the amendments, including that the European Commission provides guidance on model contract clauses, were accepted and passed by the European Parliament in June of 2023.
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The New York Fashion Act - The RCP Team advised New York lawmakers on the New York Fashioning Sustainability and Social Accountability Act (The Fashion Act | S7428A), which, if passed, would require large apparel brands and retailers operating in New York State to incentivize “improved supplier performance on workers' rights and environmental impact by embedding responsible purchasing practices in its supply chain relationships and contracts.”
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Additional work - RCP Team members are consulting with stakeholders in several South American and European countries to offer input on the development of draft HREDD laws.
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Interfaith Center for Corporate Responsibility (ICCR) - The RCP team co-developed the Investor Guidance on Responsible Contracting in partnership with the Interfaith Center for Corporate Responsibility (ICCR), Know the Chain, and other groups. The guidance educates investors on how to engage their portfolio companies in responsible contracting and includes tools such as sample engagement questions and a shareholder resolution letter. It was published in March of 2024 and can be found in the RCP Toolkit.
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Responsible Investor Model Clauses (RIMCs) - RCP is developing the Responsible Investor Model Clauses (RIMCs) for investors to include in their financing agreements with companies. The RIMCs seek to translate the UN Guiding Principles on Business and Human Rights (UNGPs) and the UN Principles for Responsible Investing into contractual obligations and are expected to be published in 2024. They are being developed with generous pro bono counsel from Danielle Reyes and as part of an initiative led by the American Bar Association (ABA)’s CSR Committee.
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Tulipshare - In March 2023, activist shareholder platform Tulipshare submitted a shareholder proposal at Nike asking the retail giant to implement the MCCs 2.0 for the 2023 proxy season. Read about the campaign here.
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Electronics Watch - As of 2023, RCP is collaborating with Electronics Watch, a nonprofit helping public buyers protect the rights of workers in global electronic supply chains, to support the development of the Electronics Watch Contract Conditions, a set of sector-specific model clauses. The collaboration also aims to build an understanding of how the UNGPs can be successfully integrated into public procurement contracts.
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Modint - As of 2023, RCP is collaborating with Modint, a trade association representing textile and clothing companies within the Netherlands, on a gap analysis of some of its member companies' contracts, specifically clothing brands Mexx and Kuyichi (See the Buyer section for more information on this work). In its gap analysis, RCP identified and recommended specific clauses to amend to incorporate principles of shared responsibility and to align the companies' contracts with the UNGPs, and forthcoming EU-level HRDD legislation. RCP is also collaborating with Modint to develop a checklist for members to conduct their own gap analysis.
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Know the Chain - Know the Chain, a multistakeholder benchmarking resource, makes specific recommendations for companies to adopt the Model Contract Clauses 2.0 (MCCs 2.0). In August 2024, Know the Chain launched its Good Practice Guide, a practical resource for companies and investors that outlines steps to address forced labor in global supply chains. Those steps include guidance on responsible contracting and make specific references to the MCCs 2.0 and the Buyer Code of Conduct.
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Remake - Remake, a nonprofit advocating for fair pay and climate justice in fashion, tracks the adoption of the MCCs 2.0 and the Buyer Code by large fashion brands and retailers in its Remake Fashion Accountability Report.
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Shift - In its May 2023 report on aligning the EU Corporative Sustainability Draft Due Diligence Directive (CS3D) with the principles of the UN Guiding Principles on Business and Human Rights (UNGPs), Shift–the NGO dedicated to the dissemination of the UNGPs–has identified one-sided contract terms as a roadblock to effective implementation of human rights due diligence and advocates for the MCCs 2.0 as an approach to contracts that takes into consideration both buyer and supplier responsibilities in upholding human rights.
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[Report] Co-authored by Walk Free and the First Sentier MUFG Sustainable Investment Institute, this report examines the role investors can play in providing or enabling remediation to workers who have experienced modern slavery. It mentions the Investor Guidance on Responsible Contracting, suggesting that companies prioritize remediation over traditional contract remedies. Available here: Modern Slavery & Remediation: An Investor's Guide. October 2024.
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[Report] The British Institute of International and Comparative Law [BICCL] released a comparative analysis of changes in corporate practice following the passage and implementation of French and German HREDD laws, as well as the EU Corporate Sustainability Due Diligence Directive (CSDDD), highlighting RCP's contributions to the European Model Clauses (which are under consultation), and the importance of a shared responsibility approach to contracting to support effective HREDD. Available here: Towards New Human Rights and Environment Due Diligence Laws: Reflections on Changes in Corporate Practice. October 2024.
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[Summary] Model HREDD Contract Clauses For the European Context. BHR consultancy, Human Level, shares a summary overview of the Zero Draft of the European Model Clauses (EMCs) for responsible contracting.
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[Report] Setting Higher Standards: How Governments Can Regulate Corporate Human Rights Performance. This report from NYU Stern Center for Business and Human Rights mentions RCP's useful guidance on fair treatment for suppliers, especially for SMEs, and recommends these tools as a starting point for EU national-level governments as they transpose the Corporate Sustainability Due Diligence Directive (CSDDD) into law. October 2024.
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[Article] The Remedy Project highlights how contracts can be a powerful tool for implementing HRDD by addressing purchasing prices, cost-sharing arrangements, rightsholder-centric corrective actions, and sector-specific risks.
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[Legislative Guide] An Apparel Supplier’s Guide 2.0 Key Sustainability Legislation in the EU, US, and UK. RCP is referenced in a section as an example of an initiative working on shared responsibility and purchasing practices. This report is commissioned by Crystal International Group Limited, Diamond Fabrics Limited (Sapphire Group), Lenzing Aktiengesellschaft, Pactics Group, Poeticgem Group, Shahi Exports, Simple Approach, Sourcery, with support from Transformers Foundation and GIZ FABRIC Asia.
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[Toolkit] The Investor HREDD Precision Tools. This website features tools designed to equip investors to evaluate the quality of portfolio companies' human rights and environmental due diligence (HREDD). It includes the Investor Guidance and accompanying tools.
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[Guide] Assessing Responsible Purchasing Practices: An Overview of Approaches and Tools, Solidaridad. An overview of RCP's work and approach to responsible contracting is included in this guide by Solidaridad and features an overview of the Supplier Model Contract Clauses 1.0 (SMCs).
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[Report] Investors, environmental, social and governance approaches
and human rights: Report of the Working Group on the issue of human rights and transnational corporations and other business enterprises, Human Rights Council.-
This report mentions the Investor Guidance on Responsible Contracting as an example of guidance on how investors can fulfill their responsibility to respect human rights.
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[Report]Mending the Buyer-Supplier Relationship, Sourcing Journal State of the Industry Report, March 2024
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[Report] Engagement, Remedy & Justice: Priorities for the Corporate Sustainability Due Diligence Directive from workers in the Global South, Business and Human Rights Resource Centre, May 2023
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[Report] Rana Plaza Ten Years On: Lessons for Human Rights and Business, The Institute for Human Rights and Business, April 2023
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[PDF Toolkit] Adaption of the Model Contract Clauses To Protect Workers In International Supply Chains, The Mekong Club, March 2023
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[Report] Respect & Protect: The State of Corporate Human Rights Due Diligence in Canada, BMO Global Asset Management, February 2023
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Business and Human Rights Resource Centre Online Timeline (see here)
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[Op-Ed] Shift, Viewpoint: No Need to Reinvent Wheels: Drafting Meaningful Human Rights Due Diligence through Model Suggested Supply Chain Contract Clauses, by John F. Sherman III, March 2021
A complete list of press mentions can be found on our Events & Media page.
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RCP provides the following services*:
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The RCP Toolkit: RCP offers multiple open-source tools for due diligence-aligned contracting here. These tools can be selected, edited, and adapted as users see fit.
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Informational webinars: High-level, informational sessions where we explain why contracts matter for HRE risk management, how companies usually get contracts wrong, and how responsible contracting can help achieve better HRE outcomes and legal compliance. These webinars are typically provided at no cost and last about one hour. They serve as an initial step in establishing new partnerships and collaborations.
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Deep dive workshops on responsible contracting: We go over the why and what of responsible contracting in closer detail, discuss specific model contract clauses, and lead group exercises where participants (e.g., companies, consultancies, law firms, civil society groups, investors) work with the clauses, using different scenarios. RCP may charge a fee for these workshops, which usually last around three hours and can take place in person, hybrid, or virtually.
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Gap analyses: RCP conducts various types of gap analyses to assess due diligence alignment. The analysis can focus on the gaps between a company’s (or group of companies’) supply contracts and one or more of the following:
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The company’s own code of conduct
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HREDD laws (e.g., the German Supply Chains Act and the EU Corporate Sustainability Due Diligence Directive)
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RCP’s model clauses.
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We can also provide a gap analysis between the company’s code of conduct and the HREDD laws, or RCP's own Buyer Code of Conduct.
The gap analyses are designed to help organizations better integrate due diligence into their operations, contracts, and codes of conduct. They are typically provided on a fee-basis over the course of a couple of months.
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Sector specific recommendations and clauses: We collaborate closely with our partners to develop sector-specific recommendations and model contract clauses (e.g., tea, apparel, shipping, electronics). Using a collaborative approach, we design responsible contracting tools that address the unique risks and challenges specific to the sector. These tools are typically provided on a fee-basis.