The IISD Model Clauses are organized into chapters addressing three distinct but overlapping elements of the investment life cycle:

I. The pre-operations chapter identifies the parties to the contract and sets out the steps they must take to assess and determine the parameters, feasibility, and impacts of the investment project. This chapter also sets out the conditions which must be met before a binding agreement between the parties can come into force.

II. The operations chapter includes provisions that govern the project’s day-to-day operations across a broad range of subject matter likely to affect and/or be affected by the project. This includes water use, financing, climate change adaptation and mitigation, infrastructure, human and labour rights, tax, soil health, and community inclusion. This chapter is organized into three parts: (a) Part 2A: land- and infrastructure-related provisions, (b) Part 2B: social-, labour- and livelihood-related provisions, and (c) Part 2C: environment- and climate-related provisions.

III. The project monitoring, enforcement, and closure chapter identifies ways to address grievances and disputes between the parties and other stakeholders impacted by the project. It sets out how compliance with the terms of the agreement will be monitored and enforced and what happens when the project ends.

The table of contents can help the user to identify the provision(s) of interest, but also functions as a checklist that can be cross-referenced against an existing contract to ensure key issues are included.

Each clause was drafted based on the international and regional body of guidance, standards, principles, and publications listed in Boxes 2 and 3. Some sections have a “For more infomation:” directing the user to the relevant sources or commentary to explain the issues and themes addressed by the provision.

The IISD Model Clauses have optional or alternative contractual language that the user can choose between based on the specific project or national context, and blanks where details need to be completed by the user.

[Optional or alternative language is shown in grey square brackets, and details to be filled in by the user are denoted in italics.]

i. The Primacy of the Domestic Legal System and Local Context

The IISD Model Clauses should not simply be copied and pasted without modification. The relevant clauses should instead be selected and adapted to the legal system and specific context of the relevant country and project. To do this, users should closely review each IISD Model Clause next to the relevant domestic law governing that issue area and make the necessary modifications based on what is provided in the domestic law. Where the domestic law is different or more detailed than the IISD Model Clause, the model clause should not be used. But where the domestic law does not govern an issue—at all, or in sufficient detail—the IISD Model Clause can help fill this gap.

ii. The Need for Local Expert Advice

The IISD Model Clauses may not contain all the necessary or appropriate provisions for a particular agricultural investment project, and so must be closely reviewed by a competent lawyer with a thorough understanding of the legal context and experience in similar investment projects.

The IISD Model Clauses do not replace specific legal and financial advice from local experts, a close understanding of the domestic law, or the development of a rigorous business case for a given agricultural investment project.

iii. The Role of Contract Templates

The IISD Model Clauses may be a useful tool to support the development of a national contract template for responsible investment in agriculture. Templates, when carefully reviewed and vetted by all public stakeholders ahead of time, can be a useful way to develop a comprehensive and well-adapted agreement outside of the pressure of a live negotiation. When developed in a participatory manner, templates can help raise awareness and understanding of anticipated contractual responsibilities and risk allocation among stakeholders impacted by the agricultural investment project.

The IISD Model Clauses should be seen as a starting point and example of what an agricultural investment contract that embodies international best practices and responsible investment guidance could look like. Users should adapt and customize it to suit the domestic legal system and always under the guidance of an experienced local lawyer well versed in national contract law and agricultural investment projects. Governments seeking support and advice on how to use the IISD Model Clauses can also request IISD’s advisory and capacity development services.