/Docs/G/Org-ChanceryLaneProject/Clause/Agatha.md
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(Sec = {Ti}
(sec = (Why.Sec = (Why.Ti = Recitals)

(Why.sec = The parties acknowledge their common intention in the fulfilment of their obligations under this agreement to minimise their impact on climate change.)
)

  1. (Preliminary.Sec = (Preliminary.Ti = Preliminary obligations:)

    (Preliminary.sec = The parties agree that the information provided by the {_Supplier} before the start date of the agreement concerning measures of the impact on climate change by the {_Supplier} and the products and services will form the baseline environmental credentials of the {_Supplier} for the purpose of this agreement (“{DefT.Green_Baseline}”). The {_Green_Baseline} may be amended by written agreement or otherwise in accordance with this agreement. The {_Supplier} will provide at the {_Customer}’s request reasonable evidence of its compliance with the {_Green_Baseline}.)
    )

  2. (Def.Equivalent.Sec = (Def.Equivalent.Ti = Definition of Equivalent)

    (Def.Equivalent.sec = (Def.Equivalent.0.sec = “{_equivalent}” or “{_equivalence}” means:)
    (Def.Equivalent.xlist =
    1. (Def.Equivalent.secs = (Def.Equivalent.1.sec = If assessing the {goods OR services} of a {_Green_Supplier}, {goods OR services} that are (comparable.OR = (comparable.sec = (comparable.Alt0.sec = {AltPrompt}: Select one (copy)- "{SecName}.sec={{SecName}.AltX.sec}" where X is 1-3)
      :(comparable.Altolist =
      1. (comparable.Altsecs = (comparable.Alt1.sec = comparable)
      2. (comparable.Alt2.sec = (comparable.Alt2.0.sec = )
        (comparable.Alt2.xlist =
        • (comparable.Alt2.Secs = ..sec..)
        )

        (comparable.Alt2.00.sec = )
        )

      3. (comparable.Alt3.sec = similar in all material respects)
        )
      )

      )

      )

      (including in terms of (scope, = scope,)
      complexity, specification, volume and quality(of performance =  of performance)
      , supporting technology, compliance with standards, and in terms of ancillary obligations such as delivery terms) to the {Goods/Services} under this agreement.)

    2. (Def.Equivalent.2.sec = If assessing the pricing of a {_Green_Supplier}, pricing for equivalent {goods/services} that is (PriceRange.sec = (PriceRange.Alt0.sec = {AltPrompt}: (copy)- "{SecName}.sec={{SecName}.AltX.sec}" where X is 1-2)
      :(PriceRange.Altolist =
      1. (PriceRange.Altsecs = (PriceRange.Alt1.sec = within the lower quartile)
      2. (PriceRange.Alt2.sec = less than or equal to the mean price over a previous 12-month period)
        )
      )

      )

      of the pricing for [Goods OR Services] under this agreement.)
      )
    )

    (Def.Equivalent.00.sec = )
    )

    )

  3. (TFG.Sec = (TFG.Ti = Termination for Greener {_Supplier})

    (TFG.sec = (TFG.0.sec = Without affecting any other right or remedy available to it, the {_Customer} may:)
    (TFG.xlist = (TFG.Olist =
    1. (TFG.Secs = (TFG.secs = (TFG.1.sec = (TFG.1.Alt0.sec = {AltPrompt}: (copy)- "{SecName}.sec={{SecName}.AltX.sec}" where X is 1-2)
      :(TFG.1.Altolist =
      1. (TFG.1.Altsecs = (TFG.1.Alt1.sec = (TFG.1.0.sec = serve written notice (“{DefT.Notice_of_Greener_Supplier}”) to the {_Supplier} that the {_Customer} has identified a third party supplier (the “{DefT.Greener_Supplier}”) that is able to provide {goods/services} at least equivalent to the {Goods/Services}, except that the {_Greener_Supplier}’s equivalent {Goods/Services} achieve:)
        1. (TFG.1.1.sec = lower greenhouse gas emissions relating to the production or delivery of the goods and services, as measured in accordance with (GHGStandard.sec = (GHGStandard.Alt0.sec = {AltPrompt}: (copy)- "{SecName}.sec={{SecName}.AltX.sec}" where X is 1-2)
          :(GHGStandard.Altolist =
          1. (GHGStandard.Altsecs = (GHGStandard.Alt1.sec = the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard, Revised Edition 2015)
          2. (GHGStandard.Alt2.sec = { OTHER })
            )
          )

          )

          )
          ; or
        2. (TFG.1.2.sec = reduced environmental impact or increased sustainability outcomes, as measured in accordance with Appropriate standard for measuring environmental impacts or sustainability outcomes depending on the areas of concern to the business)
          ; or
        3. (TFG.1.3.sec = [other])
          ,
        (TFG.1.00.sec = in each case as compared to the {_Supplier}’s {_Green_Baseline}.)
        )

      2. (TFG.1.Alt2.sec = (TFG.1.0.sec = serve written notice (“{DefT.Notice_of_Greener_Supplier}”) to the {_Supplier} that the {_Customer} has identified a third party supplier (the “{DefT.Greener_Supplier}”) that is able to provide {goods/services} at least equivalent to the {Goods/Services}, except that the {_Greener_Supplier}’s equivalent {Goods/Services} achieve:)
        1. (TFG.1.1.sec = lower greenhouse gas emissions relating to the production or delivery of the goods and services, as measured in accordance with (GHGStandard.sec = (GHGStandard.Alt0.sec = {AltPrompt}: (copy)- "{SecName}.sec={{SecName}.AltX.sec}" where X is 1-2)
          :(GHGStandard.Altolist =
          1. (GHGStandard.Altsecs = (GHGStandard.Alt1.sec = the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard, Revised Edition 2015)
          2. (GHGStandard.Alt2.sec = { OTHER })
            )
          )

          )

          )
          ; or
        2. (TFG.1.2.sec = reduced environmental impact or increased sustainability outcomes, as measured in accordance with Appropriate standard for measuring environmental impacts or sustainability outcomes depending on the areas of concern to the business)
          ,
        (TFG.1.00.sec = in each case as compared to the {_Supplier}’s {_Green_Baseline}.)
        )

        )
      )

      )

    2. (TFG.2.sec = The extent to which a {_Greener_Supplier} exceeds the {_Supplier}’s {_Green_Baseline} (using the measures described in this clause) is the “Green Improvement”. The {_Notice_of_Greener_Supplier} must reasonably demonstrate that the {_Greener_Supplier}’s alternative {goods/services} are at least equivalent to those of the {_Supplier} (including written confirmation by the {_Customer} of overall price equivalence) and set out the {_Green_Improvement}.)
    3. (TFG.3.sec = (TFG.3.0.sec = The {_Supplier} shall, within (TFG.ResponseTime.days = 30 days)
      of the {_Notice_of_Greener_Supplier} notify the {_Customer} whether it is able to achieve the {_Green_Improvement} (TFG.Response.AsGoodAs.cl = on terms no worse for the {_Customer} than those set out in the Notice of Greener Supplier and)
      within [NUMBER] months of the Notice of Greener Supplier. If:-)

      (TFG.3.xlist = (TFG.3.Olist =
      1. (TFG.3.Secs = (TFG.3.secs = (TFG.3.1.sec = {_Supplier} is able to demonstrate to the {_Customer}’s reasonable satisfaction that it is able to match the Green Improvement within that period, the parties shall use all reasonable endeavours acting in good faith to agree within a further 30 days the amended terms on which the [Goods/Services] shall be provided incorporating the Green Improvement. Once an amendment is agreed, the relevant specifications of the [Goods/Services] will be deemed to incorporate a requirement to comply with the Green Improvement (and the {_Green_Baseline} will be replaced by the Green Improvement from the date of that amendment); or)
      2. (TFG.3.2.sec = (TFG.3.2.0.sec = the {_Supplier};)
        (TFG.3.2.xlist = (TFG.3.2.Olist =
        1. (TFG.3.2.Secs = (TFG.3.2.secs = (TFG.3.2.1.sec = does not respond to the Notice of Greener Supplier within the required period; or)
        2. (TFG.3.2.2.sec = is unable to demonstrate to the {_Customer}’s reasonable satisfaction that it is able to at least match the Green Improvement within the required period [on terms as good for the {_Customer} as those set out in the Notice of Greener {_Supplier}],)
          )
          )
        )

        )

        (TFG.3.2.00.sec = )
        )

        )
        )
      )

      )

      (TFG.3.00.sec = )
      )

    4. (TFG.4.sec = The {_Customer} may terminate this agreement by giving the {_Supplier} not less)
      )
      )
    )

    )

    (TFG.00.sec = )
    )

    )

)

)