A Primer

What does the RCP Toolkit include? ​

The RCP Toolkit contains several tools that can be employed to support better contracting practices that in turn support better human rights and environmental outcomes and better legal compliance. It is comprised of:
The MCCs 2.0, the SMCs, and the EMCs (together, the Clauses) are template contractual provisions designed to help buyers and suppliers better respect human rights in their supply chains. The Clauses are designed to give the parties and their counsel a starting point to contractually codify HREDD processes for purposes of improving human rights and environmental outcomes in their supply chains. They achieve this by translating the shared-responsibility principles enshrined in the UNGPs and the OECD Guidance into contractual obligations.

​​The Clauses are modular, meaning they are designed to be selected, edited, and adapted by adopting companies. As such, the Clauses are not a one size fits all, and simple copying and pasting should be avoided. Rather, the Clauses should be selected and tailored by internal and external counsel according to the specific needs of the contracting parties as part of the companies’ due diligence processes.

The Clauses reflect the three core principles of responsible contracting or the 3 “Rs” of responsible contracting: 
  1. Responsible allocation of risks and responsibilities: First, the parties should abandon static, one-sided, supplier-only promises (“representations & warranties”) of perfect human rights and environmental compliance that are both unrealistic and dangerous. In their place, buyers and suppliers should make a joint commitment to cooperate in conducting ongoing, risk-based, HREDD. 
  2. Responsible purchasing practices: Second, buyers should agree to support their suppliers’ human rights and environmental performance and, by extension, the HREDD process, by engaging in responsible purchasing practices.
  3. Remediation first and responsible exit: Third, if an adverse impact occurs, the parties should prioritize victim-centered human rights remediation over traditional contract remedies, such as suspending payments, canceling orders, or terminating the contract. Measures should be taken to ensure the harm stops and does not reoccur. Exit should be pursued only as a last resort, after remediation efforts have failed or it becomes clear that staying engaged will further aggravate human rights and environmental risks. Regardless of the reason for exit (e.g., changed market conditions, a force majeure event like a pandemic or a war, a Zero Tolerance human rights and environmental violation, or an unremediable adverse impact), the party wanting to exit should do so responsibly, by taking measures to mitigate related adverse human rights and environmental impacts.
[1] The MCCs 2.0 and the Buyer Code were developed by a working group formed under the auspices of the American Bar Association’s (ABA) Business Law Section and published in 2021.
[2] The SMCs 1.0 were developed by RCP in collaboration with the German development agency, GIZ, and the Sustainable Terms of Trade Initiative specifically to respond to a request from apparel manufacturers and suppliers for contractual tools to bring into negotiations with brands. The SMCs 1.0 were published in September 2023. A simplified version of the SMCs is forthcoming in 2024, along with a SMC Drafting Guide.
[3] The EMCs adapt the MCCs 2.0 for the more capacious and demanding European legal context. The EMCs are being developed by the European Working Group, an independent working group composed of legal practitioners and academics representing France, Germany, Italy, the Netherlands, Poland, Portugal, and Spain, as well as legal experts from the UK and the US.
This project is a collaboration among the following organizations:
 This site is maintained by Rights CoLab. 
Copyright © 2024