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Responsible

Contracting

Project

About RCP

The Responsible Contracting Project (RCP) was co-founded in 2022 by Sarah Dadush and Olivia Windham Stewart, leading members of the American Bar Association Business Law Section Working Group to Draft Model Contract Clauses to Protect Human Rights in International Supply Chains (the ABA Working Group). The ABA Working Group published the Model Contract Clauses 2.0 (the MCCs 2.0) and the Responsible Purchasing Code of Conduct (the Buyer Code) in Spring 2021. These tools now form the basis of the RCP Toolkit.

RCP's toolkit is grant-funded and available free of charge. Our Team can advise your organization on the implementation of the core RCP Principles, whatever role you play in the supply chain – buyer, supplier, investor, policymaker, etc.

Our network of funders includes Laudes Foundation, Open Society Foundation, and GIZ, as well as the pro bono contributions of various individuals and law firms, including Linklaters and Goodwin Procter.
 

RCP is housed within Rutgers Law School’s Center for Corporate Law and Governance.

    • 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 (it describes it as “joining forces”) between buyers and suppliers for preventing adverse impacts and taking remedial action, and a commitment to responsible purchasing practices, including engaging in responsible exits. RCP Team members advised the company on its new SCoC and contracts.
       

    • 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).
       

    • Zeeman - As of 2022, Dutch clothing and textile retailer Zeeman abides by a Two Way Code of Conduct, which 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 applaud Zeeman for its approach.
       

    • 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. 

    • 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 is collaborating with the Ethical Denim Council (EDC), a nonprofit representing denim suppliers, to advise on formulating a few model contract clauses that outline expectations for responsible business conduct between denim buyers and suppliers, in particular as concerns responsible purchasing practices, such as responsible exit and not making significant post-production changes to commercial terms.

    • 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 is developing investor guidance on responsible contracting In partnership with the Interfaith Center for Corporate Responsibility (ICCR)Know the Chain, and other groups. The guidance will educate investors on how to engage their portfolio companies in responsible contracting and is expected to be published in late 2023.
       

    • 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 IMCs 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. 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.
       

    • 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

    • 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 here

Do you have questions or want to learn more about RCP?

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 more generally aligned with our responsible contracting principles (the RCP Principles):

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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

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