---
title: Net Zero Target Supply Chain Cascade Clause
excerpt: 
date: 2025-07-01T09:45:53Z
modified: 2025-09-23T10:34:26Z
file_type: md
permalink: clauses/net-zero-target-supply-chain-cascade-clause.html
wpid: 7667
status: publish
type: clause
jurisdiction:
  - USA
maintenance-status:
  - Not maintained
practice-area:
  - Commercial
eleventyComputed:
  clause_child_name: "Odin's Clause"
  clause_summary: Aligns a business’ carbon reduction target with its supply chain and business partners, enabling the business to achieve its target or take control to achieve it.
  clause_last_updated_date: 2025-04-28
layout: layouts/clause.njk
---

# Net Zero Target Supply Chain Cascade Clause

## Child’s name

Odin's Clause

## Summary

Aligns a business’ carbon reduction target with its supply chain and business partners, enabling the business to achieve its target or take control to achieve it.

## What this clause does

This clause supports parties to achieve decarbonisation by setting emissions reductions to be achieved and reported on; and requiring sub-contractors to be similarly bound. It also provides that if the objectives are not achieved, the customer can terminate or offset the supplier’s carbon emissions at the supplier’s expense.

## Clause Content

1\. Supplier Net Zero Obligations

1.1 Customer has set a Net Zero Target to be achieved no later than the Net Zero Target Date. Accordingly, the Supplier shall during the Term of the Agreement:

1.1.1 meet the Contract Target by the Contract Target Date;

1.1.2 set a Supplier Net Zero Target and a Supplier Net Zero Date;

1.1.3 exercise commercially reasonable efforts to use emission reduction technologies, processes, and policies, as well as offsetting carbon removal initiatives, in its provision of the Goods or Services;

1.1.4 maintain records of Supplier’s Carbon Reporting activity and data with respect to its provision of Goods or Services and comply with Customer’s reasonable request for copies of such records;

1.1.5 include in the attached Exhibit \[●\] the Supplier’s plan to achieve and current progress towards achieving the Contract Target by the Contract Target Date;

1.1.6 not knowingly do or omit to do anything which could reasonably be expected to cause the Customer to miss its Net Zero Target Date.

1.1.7 include the equivalent of the obligations set forth in Section 1 in its contracts with vendors, sub-contractors, and agents used in the provision of Goods or Services.

2.1 If:

2.1.1 the Supplier is in material breach of any obligation in Section 1; or

2.1.2 the Customer reasonably concludes based on the Supplier’s Carbon Reporting that Supplier will not meet the Contract Target by the Contract Target Date; or

2.1.3 the Supplier fails to achieve the Contract Target by the Contract Target Date, then Customer may:

(a) terminate the Agreement upon 60 (sixty) days’ prior written notice to the Supplier;

(b) require the Supplier to plant native trees, or use another form of real, additional, lasting, and independently verified emissions removal sufficient to compensate for the Customer’s shortfall in progress towards the Contract Target in accordance with Exhibit \[●\]; or

(c) recover from the Supplier any costs reasonably incurred by the Customer in achieving the Contract Target to the extent that the Contract Target is missed by:

(i) obtaining carbon credits to offset the Supplier’s net Greenhouse Gas emissions footprint attributable to the provision of Goods or Services; or

(ii) planting, or arranging for the planting of, native trees, or using another form of real, additional, lasting, and independently verified emissions removal to offset the Supplier’s net Greenhouse Gas emissions footprint attributable to the provision of Goods or Services in accordance with Exhibit \[●\].

3.1 The Supplier shall meet with Customer annually, and at least 60 (sixty) days before renewal or extension of the Term, to discuss new and evolving relevant technologies and processes which could accelerate the achievement of the Contract Target. Both parties shall provide sufficient detail to enable the other to properly evaluate the benefits of a proposed new technology or process.

4.1 The Supplier represents and warrants to Customer that:

4.1.1 it has sufficient resources, infrastructure, and materials to achieve the Contract Target by the Contract Target Date;

4.1.2 the Goods or Services supplied under this Agreement will not be of lower quality as a result of working towards the Contract Target.
