Shared Responsibility in CSDDD Implementation
RCP's Response to the European Commission's Consultation on CSDDD Implementation Guidelines
In 2026, the European Commission ran a public consultation to inform its guidance on Article 18 of the Corporate Sustainability Due Diligence Directive (CSDDD), which addresses model contractual clauses. RCP submitted a response to this consultation, drawing on our toolkit and the experience of buyers and suppliers already implementing shared-responsibility contracting.
Our response addresses how due diligence cooperation should work in practice: policies for buyer-supplier collaboration, purchasing practices that are cost-effective while preventing adverse impacts, and model contractual clauses that treat remediation — not termination — as the default response to adverse impacts. Throughout, we argue that CSDDD guidance should move contracts away from one-sided risk-shifting and toward shared responsibility between buyers and suppliers.
On July 5, 2024, the EU Corporate Sustainability Due Diligence Directive (CSDDD) was published in the Official Journal of the European Union. It entered into force on July 25, 2024, and Member States will have to transpose the Directive into national law by July 26, 2026.
In this Policy Brief, "What the EU Corporate Sustainability Due Diligence Directive (CSDDD) Says About Contracts," RCP analyzes the content of the CSDDD with respect to commercial contracts—one of the key tools that companies are expected to employ in meeting their human rights and environmental due diligence (HREDD) obligations.
We invite you to download a PDF of the brief on our website or access it on SSRN.
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Summary Chart:
The Dos and Don'ts of CSDDD-Aligned Contracting
Dos
Don'ts
Share contractual responsibility for HREDD.
Commit to cooperate to address adverse impacts in an on-going, risk-based, and dynamic fashion to incentivize transparency and trust.
Commit to responsible purchasing practices and fair commercial terms with all partners, but especially SMEs . Where possible, commit the seller to do the same with its sellers.
Commit to fair commercial terms that can support effective HREDD.
Ensure that HREDD-related costs are fairly distributed in the contract, based on the parties’ respective capacities and resources. Ensure that business partners have the capacity and support needed to meet HREDD requirements. This is important for all partners, but especially SMEs.
Jointly prioritize human rights and environmental remediation over suspension, cancelation, and termination. Clarify termination is a last resort.
Use contracts simply to transfer HREDD responsibilities and obligations to business partners.
Use contracts to establish one-sided (supplier-only) obligations on a strict liability basis where any imperfection is a breach + partners are incentivized to hide problems.
Ignore the reality that the buyer’s purchasing practices can contribute to, or jointly cause, and aggravate adverse impacts.
Use contracts to formalize unfair commercial terms that can aggravate adverse impacts.
Overwhelm suppliers with unreasonable HREDD expectations, obligations, and informational requirements (e.g., questionnaires, scorecards, reports).
Aggravate the risk of adverse impacts via immediate (zero-tolerance) termination rights.
“Cut and run” at the first sign of HREDD-related trouble.
Commit to exiting responsibly by giving reasonable notice and taking measures to mitigate the impacts of termination.
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