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Responsible

Contracting

Project

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. 

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The Principles

An overview of the Responsible Contracting Principles for upholding human rights throughout supply chains

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The Toolkit

Explore the RCP Toolkit which currently includes the EMCs, the SMCs, the MCCs and the Buyer Code

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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
     

    • C&A - Responsible Contracting Project (RCP) has partnered with Dutch clothing retailer C&A to integrate some of the Model Contract Clauses 2.0 (MCCs 2.0) into their 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 by 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.
       

    • 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. 
       

    • 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. 
       

    • 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.
       

    • 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. 

    Shipping / Transportation
     

    • 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

     

    • 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). 

    • 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. 
       

    • 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.

    • 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.
       

    • 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.
       

    • 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.”
       

    • 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.

    • 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
       

    • 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. 
       

    • 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

    • 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. 
       

    • 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.
       

    • Know the Chain - Know the Chain, a multistakeholder benchmarking resource, makes specific recommendations for companies to adopt the MCCs 2.0.
       

    • 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.

    • 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.

  •      A complete list of press mentions can be found on our Events & Media page.

Have questions? Want to learn more?

RCP provides the following services*

  • 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.

  • 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.
     

  • 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.
     

  • 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:
     

    • The company’s own code of conduct

    • HREDD laws (e.g., the German Supply Chains Act and the EU Corporate Sustainability Due Diligence Directive)

    • RCP’s model clauses.
       

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.

  • 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.

 

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