How Corporate Counsel Can Use Contracts to Manage ESG in Supply Chains

Preparing for the enforcement of domestic and international law is a challenge faced by every corporate counsel.

This self-paced course offers a practical tool to help buyers and sellers address these compliance risks and acquire the necessary data with model supply chain contract clauses drafted by a working group formed by the American Bar Association Business Law Section. Three practical tools are covered: (1) the model clauses, (2) guidance for creating an enforceable supplier code, and (3) a novel buyer code of conduct.

**CLE/CPD credit is pending in select jurisdictions--Additional details will be available soon.**

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6 Modules

FREE

Module 1: The Problem and Solution

This introductory module sets out key obstacles faced by Corporate Counsel when trying to address human rights and environmental issues in a complex commercial context. As a proposed solution, this module introduces a novel contracting tool developed by the American Bar Association Business Law Section Working Group to Draft Model Contract Clauses to Protect Human Rights in International Supply Chains: the Model Contract Clauses, Version 2.0 (MCCs 2.0) and the Responsible Buyer Code.

Question mark tiles on an orange background with one lightbulb tile

Gavel in legal library next to a scroll that says human rights

Module 2: What Works?

This module delves in greater depth into how Corporate Counsel can use the MCCs 2.0. It explores three key aspects of the toolkit and explains why these innovative approaches that integrate the functions of procurement, compliance, and a company’s legal department are so crucial to the effective management of human rights outcomes in international supply chains:

Human Rights Due Diligence
Shared-Responsibility Contracting
Remediation of Adverse Human Rights Impacts

Module 3: Compliance and Data Collection

This module highlights how the MCCs 2.0 help preserve supply chain relationships, thus reducing disruption, and generate the data required under evolving ESG and nonfinancial disclosure legislation. It includes insights into the timely sharing of due diligence data, the role of operational-level grievance mechanisms, and the centrality of stakeholder engagement in human rights remediation.

mathematic symbols and graphs

globe in a library

Module 4: Remedies and Termination

This Module continues the discussion relating to the limited ability of standard contract clauses to assist Corporate Counsel in identifying, preventing, and mitigating adverse human rights impacts. Again, the focus is on preserving relationships, protecting reputation, and preventing supply chain disruptions. The commentators explain how the innovative approach taken by the MCCs 2.0 is likely to be more effective for managing human rights risks than traditional contract terms.

Module 5: Third-party Rights, Disclaimers, and Commercial Law Issues

This Module addresses Corporate Counsel’s concerns about exposure to ESG litigation from third parties. The modular nature of the MCCs 2.0 and alternative text addressing third-party rights, as well as important disclaimers, are highlighted. The discussion concentrates on risk management and realistic strategies rather than illusory promises of complete risk elimination.

Lady Justice

a stack of contracts with colored tabs

Module 6: Schedule P and Schedule Q

This Module describes additional resources for Corporate Counsel as they draft or revise supply contracts and design appropriate company policies. It provides a guide to more tools available from the ABA Business Law Section Working Group initiative. It emphasizes the importance of developing a comprehensive human rights policy, as well as a responsible procurement policy.