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Mutual Obligations for Human Rights Due Diligence

Traditional representations and warranties by Supplier with respect to HRE protections are unrealistic. Adverse HRE impacts are sure to at least be threatened by business operations and such promises of perfection encourage non-disclosure and failure to remediate.

1 Mutual Obligations with Respect to Combatting Abusive Practices in Supply Chains.

As of the Effective Date of this Agreement, Buyer and Supplier each agree:

1.1 To conduct ongoing human rights due diligence (HRDD) before and during the term of this Agreement.

(a) Buyer and Supplier each covenant they have established and maintain a HRDD process appropriate to its size and circumstances to identify, prevent, mitigate, and account for how each of Buyer and Supplier addresses the impacts of its activities on the human rights of individuals directly or indirectly affected by their supply chains, consistent with the 2011 United Nations Guiding Principles on Business and Human Rights. Such HRDD shall be consistent with guidance from the Organisation for Economic Co-operation and Development for the applicable party’s sector (or, if no such sector-specific guidance ex ists, shall be consistent with the 2018 OECD Due Diligence Guidance for Responsible Business Conduct (the OECD Due Diligence Guidance)).

(b) Buyer and Supplier each shall and shall cause each of its partners, officers, directors, employees, agents and all subcontractors, consultants and any other person providing staffing for goods or services required by this Agreement (collectively, such party’s “Representatives”) to disclose information on all matters relevant to the human rights due diligence process in a timely and accurate fashion to the other party. In the event that Buyer or Supplier or one or more of their Representatives use, engage or hire private or public security to monitor, protect or preserve personnel, property or resources, appropriate policies and resources to train and maintain control over such private security shall be established and maintained.

(c) For the avoidance of doubt, each party is independently responsible for upholding its obligations under this Section 1.1, and a breach by one party of its obligations under this Section 1.1 shall not relieve the other party of its obligations under this Agreement.

(d) Human rights due diligence hereunder may include implementation and monitoring of a remediation plan to address issues identified by due diligence that was conducted before the Effective Date.

(e) Supplier and Buyer each hereby designate at least one member of their staff as Human Rights and Environmental Due Diligence contact point (“HREDD Contact Points”). Supplier designates (name) (title) at (email address) and Buyer designates (name) (title) at (email address) to send/receive all reports and notices provided under this Agreement [unlike notices related to other business terms which shall be given as specified in Section ____ for general notices]. The HREDD Contact Points individuals designated above[, in addition to a [mutually agreed upon neutral and experienced mediator] [Stakeholder representative] shall collaborate with Stakeholders in order to identify a Stakeholder representative with whom to form a HREDD monitoring committee (“HREDD Monitoring Committee”) to monitor, in an on-going and collaborative fashion, the implementation of the HREDD Obligations under this Agreement] and resolve all disputes with respect to the HREDD process. Each party shall provide, to the extent legally permitted, the HREDD Contact Points [and larger HREDD Monitoring Committee,] with all OLGM (hereinafter defined) reports along with the results of any investigation and shall notify the HREDD Contact Points [and larger HREDD Monitoring Committee] immediately upon becoming aware of the occurrence of any threatened or actual Adverse Impact, provided that such information and cooperation does not require Buyer or Supplier to waive attorney-client confidentiality, nor does it limit the defenses Supplier or Buyer may raise in the event of a Dispute (hereinafter defined) between Supplier and Buyer that the HREDD Contact Points [and larger HREDD Monitoring Committee] cannot resolve. In such event, the HREDD Contact Points shall initiate the use of the procedures set forth in _________ of this Agreement.

Clause Type
Jurisdiction US and EU
Industry Multiple / cross-industry
Focus Area Collaborative
Scope both
Contract Type Master Services Agreement (MSA), Consulting Services Agreement, Joint Venture Agreement, Service Level Agreement (SLA), Facilities Management Agreement, Purchase Agreement / Order, Sales Contract, Statement of Work (SOW)
Relevant UNSDGs Goal 3: Good Health and Well-being, Goal 5: Gender Equality, Goal 6: Clean Water and Sanitation, Goal 8: Decent Work and Economic Growth, Goal 9: Industry, Innovation, and Infrastructure, Goal 10: Reduced Inequality, Goal 12: Responsible Consumption and Production, Goal 16: Peace, Justice, and Strong Institutions, Goal 17: Partnerships for the Goals
Connecting Clauses Yes
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