/Docs/G/Org-ChanceryLaneProject/Clause/Kaia.md
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Kaia's Clause
BACKGROUND
The parties have agreed to consider the Climate Change Purpose as part of the discussions relating to the Commercial Purpose.

1. Definitions:
   
   1. Climate Change Adaption Measures means the measures taken or that could be taken by the Parties and their supply chains to achieve the Commercial Purpose whilst avoiding or minimising the actual or anticipated effects of climate change.
   2. Climate Change Mitigation Measures means the measures taken or that could be taken by each of the Parties and their supply chains to reduce their respective Greenhouse Gas emissions and to meet their Net Zero targets.
   3. Climate Change Purpose means the consideration of Climate Change Adaptation Measures and Climate Change Mitigation Measures as part of every potential commercial relationship.
   4. Commercial Purpose means{Insert Purpose of the NDA ie Discussions about X, consideration of Y, provision of Z}
   5. ESG means Environmental, Social and Governance factors and standards forming a {AltPrompt}: (copy)- "Published.sec={Published.AltX.sec}" where X is 1-2:
      1. published
      policy or objective of a party.
   6. Greenhouse Gas means gases that contribute to or accelerate the greenhouse effect by absorbing infrared radiation, including but not limited to: carbon dioxide, methane, nitrous oxide, sulphur hexafluoride, hydrofluorocarbons, perfluorocarbons and chlorofluorocarbons.
   7. Net Zero means that the balance between Greenhouse Gas emissions from all operations and Greenhouse Gas removals, including those accounted for by credits from either insetting or offsetting projects, is zero.
2. The Purposes
   
   1. The parties shall, as part of their discussions and negotiations concerning the Commercial Purpose, discuss and consider how the Climate Change Purpose can be achieved as part of any future commercial relationship arising from those discussions and negotiations.
   2. When considering the Climate Change Purpose under clause 2.1 the parties shall disclose and consider:
      1. their respective Greenhouse Gas targets; and
      2. their relevant ESG characteristics and commitments.
   3. Any information disclosed by one party to the other in connection with the Climate Change Purpose shall be treated as the disclosing party’s Confidential Information (and therefore subject to the applicable use and disclosure restrictions in this agreement), save that such information may be used by the recipient (but not disclosed to any third party) to make progress against its Greenhouse Gas target or ESG goals.