The European Model Clauses (EMCs)
The European Model Clauses (EMCs) are a set of model clauses designed to align with the EU Corporate Sustainability Due Diligence Directive (CSDDD), which entered into force in July of 2024.
The EMCs are a set of contractual tools under development that aim to assist companies in aligning with the EU Corporate Sustainability Due Diligence Directive (CSDDD) and other international human rights and environmental due diligence (HREDD) standards, such as the United Nations Guiding Principles on Business and Human Rights (UNGPs), the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct, and the OECD Due Diligence Guidance for Responsible Business Conduct.
Designed to promote shared responsibility for HREDD and effective collaboration between contracting parties, the EMCs aim to improve the use of contracts as tools for preventing and addressing human rights and environmental impacts in global supply chains. They include clauses that can support companies’ HREDD processes, including on:
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Cooperation, stakeholder engagement, information sharing, responsible purchasing practices, internal grievance mechanisms, human rights remediation, and the “exit as a last resort” principle reflected in the UNGPs, the OECD guidance, and new mHREDD laws.
The EMCs are the product of the European Working Group (EWG), composed primarily of European legal experts from practice and academia. The first version, EMCs 1.0, is expected to be published in Fall 2025, following an extensive consultation process involving diverse stakeholders worldwide.
The EU CSDDD and Contracts
The EMCs aim to serve as a key reference for the European Commission as it prepares the guidance on model contractual clauses contemplated under Article 18 of the CSDDD. The guidance and the EMCs are distinct instruments that are being developed independently, but the European Working Group is cooperating with the Commission to ensure that the instruments are in alignment.
Article 18 of the CSDDD contemplates that the EU Commission will, within 30 months of the Directive’s entry into force, develop guidance on voluntary model contractual clauses that companies can use to meet the new requirements. While the EMCs were not developed at the EU Commission's request, the Working Group hopes that they will serve as a helpful resource for the Commission as it develops its guidance.
The EMCs seek to improve the effectiveness of contracts as tools for HREDD by moving away from a risk-shifting, one-sided, perfect compliance model of contracting toward a shared-responsibility model where the parties cooperate, on an on-going basis, to prevent and, when needed, remedy adverse human rights and environmental (HRE) impacts.
In this way, the EMCs track the new mHREDD laws, which identify contracts as important preventive and corrective measures that must be appropriate and effective for addressing adverse HRE impacts. The CSDDD specifies that contracts should not be used simply to transfer due diligence obligations to business partners, such as suppliers.*
*Article 18 on Model Contractual Clauses and the accompanying Recital 66 contemplate clarify that the forthcoming European Commission guidance on contracts "should aim to facilitate a clear allocation of tasks between contracting parties and ongoing cooperation, in a way that avoids the transfer of the obligations provided for in this Directive to a business partner and automatically rendering the contract void in case of a breach. The guidance should reflect the principle that the mere use of contractual assurances cannot, on its own, satisfy the due diligence standards provided for in this Directive.".
For more information:
For background information on the EMCs, you may refer to this video and accompanying slides.
For analysis of the content of mandatory due diligence laws with respect to contracts, see:
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RCP Policy Brief: What the EU CSDDD Says About Contracts (July 2024)
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ABA Book: "Complying with Mandatory Human Rights Due Diligence Legislation through Shared-Responsibility Contracting: The Example of Germany’s Supply Chain Act (LkSG)," Ch. 14 (2023).
Latest Tools
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UN Global Compact Decent Work Toolkit for Sustainable Procurement: Chapter on Responsible Contracting In Sustainable Procurement (Feb. 2025)
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The Zero Draft Responsible Investor Model Clauses (RIMCs) (Feb. 2025)
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RCP Policy Brief: "What the EU Corporate Sustainability Due Diligence Directive (CSDDD) Says About Contracts" (July 2024)
RCP in the Media
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Susan Maslow, RCP Senior Legal Advisor, co-authored an article in Business Law Today announcing the public consultation on the Zero Draft of the Responsible Investor Model Clauses (RIMCs). Read here.
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