The MCCs 2.0

The ABA Working Group Model Contract Clauses 2.0, aka the MCCs 2.0, translate the UN Guiding Principles on Business and Human Rights (UNGPs) and OECD Due Diligence Guidance for Responsible Business Conduct (OECD Guidance) into contractual obligations that can be included in supply contracts for the manufacturing and sale of goods.

​

The MCCs were developed by a Working Group of the American Bar Association’s Business Law Section, with generous support from the Laudes Foundation and pro bono counsel from Linklaters LLP. They were published in 2021 in The Business Lawyer Journal.

​

Because they were prepared by a working group focused on the United States, MCCs 2.0 assume that buyers are located in the United States and that the applicable law is either (a) US state law that implements the Uniform Commercial Code or (b) the United Nations Convention on Contracts for the International Sale of Goods (the “CISG,” a treaty to which the United States is a party and which applies to many international sales of goods under CISG article 1(1)(a)).

To address requests from stakeholders focused on the European Union where major legislative developments are taking place with respect to human rights and environmental due diligence, a European Working Group has been formed to develop (based on MCCs 2.0) European Model Contract Clauses for Responsible and Sustainable Supply Chains. The European Model Clauses (EMCs) are expected to be published in late 2023.

​

For the most part, substantive human rights standards and ethical purchasing practices are not contained in the MCCs 2.0 and are instead assumed to be specified in “Schedule P” and “Schedule Q” respectively. You can find an example of Schedule Q, aka, the Buyer Code, here.

​