/Docs/G/Org-ChanceryLaneProject/Clause/Agatha.md
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Insert into recitals: =
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.
=
Why. = [G/Z/Base]
=
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}.
=
Preliminary. = [G/Z/Base]
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Insert into clause or definitions: =
CodersNote = Removed "In this clause," to conform to definition format.
CodersNote = Added a title.
Def.Equivalent.Ti = Definition of Equivalent
Def.Equivalent.0.sec = “{_equivalent}” or “{_equivalence}” means:
Def.Equivalent.1.sec = If assessing the {goods OR services} of a {_Green_Supplier}, {goods OR services} that are {comparable.OR} (including in terms of {scope,} complexity, specification, volume and quality{of performance}, supporting technology, compliance with standards, and in terms of ancillary obligations such as delivery terms) to the {Goods/Services} under this agreement.
of performance =  of performance
scope, = scope,
comparable.OR = {comparable.sec}
comparable.Alt1.sec = comparable
comparable.Alt1.sec = identical
comparable.Alt3.sec = similar in all material respects
comparable. = [G/Z/Alt/3]
Def.Equivalent.2.sec = If assessing the pricing of a {_Green_Supplier}, pricing for equivalent {goods/services} that is {PriceRange.sec} of the pricing for [Goods OR Services] under this agreement.
PriceRange.Alt1.sec = within the lower quartile
PriceRange.Alt2.sec = less than or equal to the mean price over a previous 12-month period
PriceRange. = [G/Z/Alt/2]
Def.Equivalent. = [G/Z/ol-a/s2]
CodersNote = TFG - Termination for Greener
TFG.Ti = Termination for Greener {_Supplier}
TFG.0.sec = Without affecting any other right or remedy available to it, the {_Customer} may:
CodersNote = "Green {_Supplier}" -> "Greener {_Supplier}"
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:
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.Alt1.sec = the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard, Revised Edition 2015
GHGStandard.Alt2.sec = { OTHER }
GHGStandard. = [G/Z/Alt/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.1.3.sec = [other]
TFG.1.00.sec = in each case as compared to the {_Supplier}’s {_Green_Baseline}.
TFG.1.Alt1.sec = {TFG.1.0.sec}
  1. {TFG.1.1.sec}; or
  2. {TFG.1.2.sec}; or
  3. {TFG.1.3.sec},
{TFG.1.00.sec}
TFG.1.Alt2.sec = {TFG.1.0.sec}
  1. {TFG.1.1.sec}; or
  2. {TFG.1.2.sec},
{TFG.1.00.sec}
TFG.1. = [G/Z/Alt/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}.
TFG.3.0.sec = The {_Supplier} shall, within {TFG.ResponseTime.days} of the {_Notice_of_Greener_Supplier} notify the {_Customer} whether it is able to achieve the {_Green_Improvement} {TFG.Response.AsGoodAs.cl} within [NUMBER] months of the Notice of Greener Supplier. If:-
TFG.Response.AsGoodAs.cl = on terms no worse for the {_Customer} than those set out in the Notice of Greener Supplier and
TFG.ResponseTime.days = 30 days
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
TFG.3.2.0.sec = the {_Supplier};
TFG.3.2.1.sec = does not respond to the Notice of Greener Supplier within the required period; or
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. = [G/Z/ol/s2]
TFG.3. = [G/Z/ol/s2]
TFG.4.sec = The {_Customer} may terminate this agreement by giving the {_Supplier} not less
than [NUMBER] months’ notice. Other than the agreed consideration for [Goods/Services] provided in accordance with the agreement before the date of termination, and despite any conflicting provisions in this agreement, no payments will become due to the {_Supplier} as a result of termination under this clause. =
TFG. = [G/Z/ol/s4]
sec = {Why.Sec}
  1. {Preliminary.Sec}
  2. {Def.Equivalent.Sec}
  3. {TFG.Sec}
= [G/Z/Base]