“Additional Land” has the meaning ascribed to it in Section 20.1.

“Affected Party” has the meaning ascribed to it in Section 59.2.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company. For the purposes of this definition, “control” means combined ownership greater than 50% of the Company and/or the power to direct, manage, or exercise voting power over the Company.

“Aggrieved Party” has the meaning ascribed to it in Section 60.3.

“Agreement” means the present contract.

“Ancillary Document” has the meaning ascribed to it in Section 52.1.

“Annual Business Plan” has the meaning ascribed to it in Section 12.3.

“Applicable Law” means all laws of the Host State in force and effect as of the Signature Date and which may be promulgated, amended or brought into force and effect hereinafter, including the constitution, any law, statute, bylaw, ordinance, decree, directive, regulation, standard, guideline, rule, code, delegated or subordinated legislation, judicial act or decision, judgment, order, executive order, other legislative measure, binding actions, or enactments of any government authority, as may be in force and effect during the term of this Agreement.

“Applicable Permit” means any and all permissions, consents, clearances, licences, authorizations, consents, no-objections, approvals, and exemptions under or pursuant to any Applicable Law required in connection with the Project and for undertaking, performing or discharging the obligations contemplated by the Agreement or any other Ancillary Document.

“Approved Business Plan” means the business plan developed by the Company in accordance with Section 12 and approved by the Authority in accordance with Section 5.2 as may be updated and changed from time to time in accordance with this Agreement.

“Authority” means the entity that is the duly authorized representative of the Government of the Host State with responsibility for this Agreement.²

“Breaching Party” has the meaning ascribed to it in Section 60.3.

“Business Plan” means the plan required to be produced and submitted to the Authority by the Company under Section 12 of this Agreement.

“Citizen” means a natural person holding citizenship of the Host State.

“Commitment Bond” has the meaning ascribed to it in Section 6.1.

“Company” means the party to this Agreement which is a duly authorized and constituted corporation existing under the Applicable Law.

“Condition Precedent” means the prerequisites to this Agreement coming into effect under Section 5 of this Agreement.

“Conditions Precedent Deadline” has the meaning ascribed to it in Section 7.1 of this Agreement.

“Contract Farming Scheme” means a contractual agreement between a farmer or farmers or an organization representing farmers and the Company for the production of agricultural goods.

“Dependent” means the spouse or unmarried minor child of a Worker of the Company or a person otherwise determined to be a dependent by agreement between the Worker and the Company.

“Effective Date” means the date upon which the Grantor [and the Authority] issues notice to the Company confirming that each of the Conditions Precedent has been completed to its satisfaction.

“Environmental and Social Impact Assessment” means the process of identifying, predicting, evaluating, and mitigating the environmental and social effects of the Project as provided for in Section 13 of this Agreement.

“Environmental and Social Management Plan” means the document required to be produced and submitted to the Authority by the Company under Section 16 of this Agreement.

“Environmental Damage Bond” has the meaning ascribed to it in Section 45.14.

“Environmental Performance Payment” has the meaning ascribed to it in Section 39.4.

“Essential Utilities” has the meaning ascribed to it in Section 26.1.

“Failure to Develop” has the meaning ascribed to it in Section 24.1.

“Fair Market Value” has the meaning ascribed to it in Section 66.2.

“Feasibility Study” means the document required to be produced and submitted to the Authority by the Company under Section 11 of this Agreement.

“Final Environmental Audit” has the meaning ascribed to it in Section 45.5.

“Force Majeure Event” has the meaning ascribed to it in Section 59.

“Free, Prior and Informed Consent” (FPIC) means the ability of Indigenous Peoples,³ Legitimate Tenure Rights Holders and members of the Local Community to freely consent, or withhold or withdraw their consent, prior to the approval or commencement of Project Operations, through a self-directed process undertaken sufficiently in advance of the start of Project Operations, without coercion, intimidation or manipulation, supported by information that is accessible, clear, consistent, accurate, and transparent, and resulting in a collective decision made by the members of the relevant community through their own freely chosen representatives and customary or other institutions.⁴

“Gender-Disaggregated” means data that is cross-classified by gender, presenting information separately for women, men, girls, boys, and gender-diverse people.

“Gender Equality” means the equal rights, responsibilities, and opportunities of women, men, girls, boys, and gender-diverse people.

“Gender Equity” means the process of being fair to women and men, including taking measures to compensate for women’s historical and social disadvantages that prevent them from enjoying the same rights and opportunities as men.
“Gender-Sensitive” means an approach that addresses gender norms, roles, and access to resources.

“Good Agricultural Practices” means practices that address environmental, economic, and social sustainability for on-farm production and post-production processes, and result in safe and quality food and non-food agricultural products.

“Good Industry Practice” means the exercise of that degree of skill, diligence, prudence, and foresight that would reasonably and ordinarily be expected to be applied by a skilled and experienced person engaged in the agricultural sector.

“Government of the Host State” means the government and any subdivision thereof, any provincial or local governmental authority or any part thereof, any department, authority, instrumentality, agency, or judicial body of the government of the Host State or any such provincial or authority of decentralized entity, and any court, tribunal or independent regulatory agency or body in the Host State having jurisdiction over the Company or the Project or any part thereof.

“Grantor” means the party to this Agreement which is the legal tenure right holder and which transfers tenure and related rights with respect to the Project Area to the Company in accordance with this Agreement.

“Home State” means the state of incorporation or registration of a corporate entity.

“Host State” means the state where the Project takes place.

“Human Rights Due Diligence Report” means a document identifying actual or potential human rights impacts posed by the Project Operations and the business relationships of the Company and its Affiliates, prepared in accordance with Section 14.1.

“Human Rights Impact Assessment” means the process of identifying, predicting, evaluating, and mitigating risks to the human rights of individuals and communities who may be affected by the Project.

“Independent Expert” has the meaning ascribed to it in Section 61.2.

“Initial Environmental Audit” has the meaning ascribed to it in Section 45.5.

“Job Targets” has the meaning ascribed to it in Section 28.1.

“Legitimate Tenure Rights Holders” means persons of all genders and social groups, including Indigenous Peoples, who have formal, customary, collective, or traditional tenure rights in respect of the Project Area, and persons whose occupation and use of the Project Area is essential for the realization of their rights to food, housing, water, and work.⁵

“Local Community” means one or more groups of persons of all genders with the potential to be significantly negatively or positively impacted by the Project as identified by the Environmental and Social Impact Assessment and Human Rights Due Diligence Report provided for in this Agreement.⁶

“Local Goods and Services” has the meaning ascribed to it in Section 37.1.

“New Infrastructure” has the meaning ascribed to it in Section 25.3.

“Non-movable Assets” has the meaning ascribed to it in Section 66.1.

“Notice” means a notification made or given by one of the Parties to the other in writing and delivered in accordance with Section 68.6.

“Parties” means the Company and the Grantor [and the Authority].

“Periodic Review” has the meaning ascribed to it in Section 56.2.

“Person” means any natural or legal person.

“Processing Targets” has the meaning ascribed to it in Section 36.1.

“Product” has the meaning ascribed to it in Section 18.1.

“Project” means all matters necessarily connected with the design, development, finance, construction, and operation of [insert brief project description].

“Project Area” means the total area allocated to the Company indicated in the Project Map, as may be updated or amended from time to time in accordance with this Agreement.

“Project Map” means a map, satellite image, or other visual depiction indicating the total area that constitutes the geographical boundaries of the Project Area.

“Project Operations” means all activities undertaken by or on behalf of the Company or any Affiliate in relation to the Project.

“Public Infrastructure” has the meaning ascribed to it in Section 25.1.

“Rental Amount” has the meaning ascribed to it in Section 19.1.

“Resident” means a natural person who was ordinarily resident in the [Host State]/[insert name of region/province] at the Signature Date.

“Sexual exploitation” has the meaning ascribed to it in Section 32.1.

“Sexual abuse” has the meaning ascribed to it in Section 32.1.

“Sexual harassment” has the meaning ascribed to it in Section 32.1.

“Signature Date” means the date of signature of this Agreement by the Parties or the date upon which the last Party signs this Agreement where the Parties do not sign on the same day.

“Third-Party Assignee” has the meaning ascribed to it in Section 63.3.

“Third-Party Beneficiary” means a person who is not party to this Agreement but who is designated as a Third-Party Beneficiary under Section 58 of this Agreement.

“Water-Use Permit” means a permission granted by the government authority with responsibility over water resources to the Company to use water for agricultural purposes related to the Project.

“Worker” means a person with a contract or other arrangement with the Company to do work related to the Project in a personal capacity for a reward.

For more information: See generally Szoke-Burke et al., 2018, Section A (The Role of Definitions in a Contract).

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  Where “the Grantor” and “the Authority” are the same party (i.e., the government), then one of these two terms should be adopted and used consistently throughout. For example, the term “‘Grantor” could be replaced by the term “‘Authority” throughout the Agreement.

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  Please note, the IISD Model Clauses do not offer a definition of the term “Indigenous Peoples.” This is because “the development of a single definition of Indigenous Peoples that is applicable to all of them in the world, has proved to be extremely difficult, due to the diversity between regions and countries, and the differences in background, culture, history and conditions of indigenous communities” (Food and Agriculture Organization of the United Nations (FAO). (2016). Free prior and informed consent: An Indigenous Peoples’ right and a good practice for local communities. https://www.fao.org/family-farming/detail/en/c/1036908/. In light of the specific project and country context, the user should develop an appropriate definition of the term “Indigenous Peoples” if it is required, noting that “the recognition or identification of certain collectivities as ‘“Indigenous Peoples” shall not be dependent on whether the national government has recognized them as such” (FAO, 2016.) See further FAO (2016).

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  Adapted from FAO (2016).

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  Adapted from Amnesty International. (2021). Observations on the draft general comment by the UN Committee on Economic, Social and Cultural Rights. https://www.ohchr.org/Documents/HRBodies/CESCR/GC-Land-ESCR/74_Amnesty_International.docx

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  Adapted from the World Bank. (2010). Community Development Agreement model regulations & example guidelines. http://documents.worldbank.org/curated/en/278161468009022969/pdf/614820WP0P11781nal0Report0June02010.pdf