About RCP
RCP’s mission is to drive better outcomes for people and the planet through better, more Responsible Contracts. We develop practical contractual tools that promote shared responsibility for human rights and the environment in global supply chains.
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 principles of Responsible Contracting, which operationalize the shared-responsibility approach to HREDD enshrined in the UN Guiding Principles on Business and Human Rights (UNGPs), 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.
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 and trainings: The RCP Team will 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 or trainings, which 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 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.
Uptake of the core principles of Responsible Contracting and the RCP Toolkit
Below is a partial list of stakeholders and initiatives that have adopted aspects of the RCP Toolkit or are generally aligned with the core principles of Responsible Contracting ("core principles").
Apparel
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C&A — RCP 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 updated 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 — RCP worked with HAKRO, a leading German brand for corporate wear, to revise its Purchasing Framework Agreement and corresponding Responsible Business Conduct Policy, including HAKRO Code of Conduct, to align with the core principles of Responsible Contracting ("core principles"). 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. The Supplier Model Contract Clauses (SMCs 1.0) were the primary template adapted for the agreement. RCP conducted a gap analysis of the draft agreement, which included analyzing 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 and were invited to make further adaptations 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 — 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 CSDDD.
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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 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 has published an updated Supplier Code of Conduct (SCoC) that reflects several of the core 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 — Ahmed Tea (a major tea company that is an ETP tea member) has revised its contract terms and purchase agreements to align with a shared-responsibility approach between buyers and suppliers in carrying out HREDD.
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Responsible Contracting Supplier Training — RCP developed the Responsible Contracting Supplier Training, an interactive training program to help apparel and textile manufacturers ("suppliers") understand the fundamentals of human rights and environmental due diligence (HREDD), navigate the evolving legislative landscape, and implement Responsible Contracting to better align with evolving legal requirements.
Commissioned and funded by Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ) GmbH and facilitated by Fair Wear, a nonprofit organization promoting human rights and dignified employment for garment workers, the training program includes a comprehensive set of materials, including presentation slides, worksheets, facilitator and program guides, and a slide script.
In November 2024 and January 2025, RCP conducted in-person training sessions for more than two dozen Fair Wear member suppliers in Vietnam and Türkiye. Additional in-country virtual training sessions continue to be provided for Fair Wear country managers.
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Sustainable Terms of Trade Initiative (STTI) — RCP drafted the Supplier Model Contract Clauses 1.0 (SMCs), a set of model clauses designed to improve human rights in the apparel and textiles industry, at the behest of the Sustainable Terms of Trade Initiative (STTI), a global manufacturer-driven initiative. The SMCs 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 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 drafting guidance for the SMCs.
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Ethical Denim Council (EDC) — RCP is collaborating 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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Electronics Watch — RCP collaborated with Electronics Watch, a nonprofit that leverages public procurement to promote and protect workers' rights in global electronic supply chains, to support the alignment of its Contract Conditions Version 3.0 with the UN Guiding Principles on Business and Human Rights (UNGPs).
The Contract Conditions—a set of model clauses for public procurement contracts—provide a basis for affiliates to follow up on adverse human rights impacts in their supply chains. These clauses can be used in full or in part, and work alongside other tools and resources provided by Electronics Watch.
Electronics Watch has a network of over 1,500 affiliated public sector organizations that work together to identify and mitigate human rights risks and support access to remedy when harms occur. Many affiliates already use earlier versions of the Contract Conditions and have expressed interest in adopting Version 3.0, published in May 2025.
The Electronics Watch Contract Conditions embody the core principles of Responsible Contracting, including:
Responsibility for human rights and the environment is shared: The buyer and supplier commit to human rights and environmental due diligence (HREDD) by “acknowledging and operationalising the principle of shared responsibility.”
Responsible purchasing practices: The buyer and supplier commit to consider, at a minimum, “delivery schedules and payment terms that address risks and negative impacts to Rightsholders… and costing procedures that cover all labour costs.”
Remedy first: The clauses are aligned with the principle of remedy first and exit as a last resort, and only after the buyer assesses “the real and potential adverse impacts of contract termination on rightsholders in the supply chain and disengage(s) responsibly.”
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Sustainable Public Procurement (Sweden) — In March 2025, Sweden’s Sustainable Public Procurement initiative, which sets procurement standards for its 21 regional governments, updated its supplier due diligence guidance. The new guidance integrates the core principles of Responsible Contracting and features model clauses and tools that are part of the RCP Toolkit as recommended templates, including the European Model Clauses (EMCs) and the Buyer Code. The updated process requirements recommend, for example, responsible purchasing practices and responsible exit, setting a new benchmark for HREDD in public procurement.
The guidance explicitly cites and recommends resources from the RCP Toolkit in the following areas:-
Process requirement 3 promotes responsible purchasing practices and recommends using the Buyer Code and the draft European Model Clauses as templates for contract provisions.
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Process requirement 4 encourages using the EMCs to cascade due diligence expectations and outlines procedures for responsible exit.
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Process requirement 6 calls for effective grievance mechanisms and references the EMCs as a model.
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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 (CSDDD) (EU) — The RCP Team provided comments on proposed amendments to the CSDDD put forth by EU Parliament Member Lara Wolters in November of 2022. The final text of the CSDDD, which officially entered into force in July 2024, includes various recitals clarifying that contracts should not be used simply to transfer HREDD responsibilities to business partners. Furthermore, the EU Commission is collaborating closely with the European Working Group to ensure that the Commission’s guidance on model contractual clauses aligns with the European Model Clauses (EMCs).
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The New York Fashion Act (US) — The RCP Team advised New York lawmakers on the New York Fashion 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.” The proposed law has since been amended.
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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.
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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 fall 2025. They are being developed with generous pro bono counsel from Danielle Reyes, a partner at Goodwin Procter, and in cooperation with the ABA’s Corporate Sustainability Law Committee.
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Tulipshare — In March 2023, activist shareholder platform Tulipshare submitted a shareholder proposal to Nike, asking the retail giant to implement the Model Contract Clauses 2.0 (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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ETP (formerly Ethical Tea Partnership) — RCP with ETP, a global membership organization advocating for workers in tea supply chains, to launch the Tea Sector Model Clauses (TMCs). The TMCs are a set of model contract clauses designed to embed shared responsibility for human rights and environmental due diligence (HREDD) into commercial purchasing agreements. RCP and ETP worked together to ensure rigorous thought behind the clauses and tested them with the assistance of tea companies and ETP members Ahmad Tea, DAVIDsTEA, Ostfriesische Tee Gesellschaft GmbH, Ringtons, and Taylors of Harrogate. As part of ETP’s revised membership rules, which took effect in late 2024, member companies will begin incorporating the TMCs into their purchasing contracts.
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German Association of the Automotive Industry (VDA) and the European Association of Automotive Suppliers (CLEEPA) — RCP collaborated with VDA and CLEPA to develop and publish a Business Partner Code of Conduct (BPCoC) and accompanying guidance in September 2024. These resources aim to establish a common standard for business ethics—including human rights and sustainability—across the German automotive industry.
The BPCoC and Guidance incorporate principles of shared responsibility for human rights and environmental due diligence (HREDD), including a commitment to responsible purchasing practices. They are aligned towards compliance with international standards, including those required under the German Act on Corporate Due Diligence Obligations in Supply Chains (LkSG) and related guidance by the German Federal Office for Economic Affairs and Export Control (BAFA), and also accommodate unique challenges faced by small and medium-sized businesses (SMEs) in conducting HREDD.
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Modint — RCP collaborated with Modint, a trade association representing textile and clothing companies within the Netherlands, on gap analyses of some of its member companies' contracts, specifically clothing companies RNF/Mexx, Hakro, and Kuyichi (See the Buyer section for more information on this work). In its gap analysis, RCP identified and recommended gaps between the companies' contracts and the core principles, the CSDDD, and the UNGPs.
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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 of Conduct by large fashion brands and retailers in its Remake Fashion Accountability Report.
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Shift — In a 2023 report on aligning the CSDDD with the principles of the UNGPs, Shift—the NGO dedicated to the dissemination of the UNGPs—identified one-sided contract terms as a roadblock to effective implementation of human rights due diligence and advocated 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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Find out more
The Toolkit
Explore the RCP Toolkit, which includes
model contract clauses,
a code of conduct,
implementation guidance, and policy analysis.
Where you can learn about our past and upcoming events, publications, and interviews.
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