The Supplier Model Contract Clauses (SMCs) 1.0

The Supplier Model Contract Clauses 1.0 (SMCs) are a set of sector-specific model clauses that aim to improve human rights in the apparel and textiles industry.

The SMCs 1.0 are a set of sector-specific model clauses that aim to improve human rights in supply chains for apparel and textiles. Like all the tools in the RCP Toolkit, the SMCs are aligned with the UNGPs and OECD Due Diligence Guidance for Responsible Business Conduct (OECD Guidance). The SMCs are drafted specifically with apparel suppliers in mind and contain a number of obligations related to responsible purchasing practices, including, for example, for buyers to set reasonable deadlines, negotiate reasonable payment terms, pay prices high enough to cover the costs of responsible business conduct, and to exit contracts responsibly, even in the event of an unforeseen crisis like a pandemic (or tariffs).

The SMCs 1.0 were released in September 2023. We refer to them as version 1.0 to acknowledge that these clauses are an iterative product that is neither perfect nor complete. It is possible that, based on future feedback, a version 2.0 will be developed.

Background

RCP drafted the SMCs 1.0 in collaboration with the Sustainable Terms of Trade Initiative (STTI), a consortium of apparel and textile suppliers and manufacturing associations that aims to drive better purchasing practices. The clauses were developed in response to a request from STTI members for model clauses that they could bring into negotiations with their buyer-clients. The initiative benefits from generous support from the Initiative for Global Solidarity (IGS) and FABRIC (Promotion of a Sustainable Textile and Clothing Industry in Asia). IGS and FABRIC are working 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 SMCs were made possible with tremendous pro bono counsel provided by Linklaters LLP.

SMCs 1.0 Framing Memo

The Framing Memo provides more background on the SMCs and how responsible contracting supports more effective HREDD and legal compliance.

Download the Framing Memo (PDF)

The Supplier Model Contract Clauses (SMCs) 1.0

We invite you to download Supplier Model Contract Clauses 1.0 (SMCs) as a PDF.

Download the SMCs 1.0 (PDF)

SMCs 1.0 Drafting Document

This Word document version makes it easy to copy and paste and edit the SMCs 1.0 into supply contracts, where they can be edited and adapted as needed.

Download the Drafting Document (Word)

Latest News

May 1 — RCP published a new analysis of the CSDDD and contracting in light of Omnibus I on the Oxford Business Law Blog: Moving Toward Shared Responsibility: How the EU’s CSDDD and Omnibus I Reimagine Contracting for Human Rights and Environmental Due Diligence. Also available as a PDF.
April 27 — RCP Director Sarah Dadush and Senior Advisor John Sherman co-authored an essay for Shift's series marking the 15th anniversary of the UN Guiding Principles on Business and Human Rights (UNGPs), titled, From Social Norm to Legal Practice: Fifteen Years of Integrating the UNGPs into Business Law.
April 9 — RCP has launched its latest tool, the Responsible Contracting in Spice Supply Chains Guidance, developed in collaboration with the Sustainable Spice Initiative (SSI).