CSDDD contractual assurances What Articles 10 and 11 require beyond contract clauses

For potential adverse impacts, Article 10 requires companies to take appropriate measures to prevent or adequately mitigate impacts identified through due diligence. One relevant measure is seeking contractual assurances from a direct business partner that it will comply with the company's code of conduct and, where needed, a prevention action plan.

For actual adverse impacts, Article 11 uses the same structure for bringing the impact to an end or minimising its extent: direct partner assurances can support compliance with the code of conduct and, where needed, a corrective action plan. If the impact cannot be adequately addressed through the listed direct measures, Articles 10 and 11 also allow the company to seek assurances from an indirect business partner.

Member States must transpose the amended CSDDD by 26 July 2028 and apply Articles 10 and 11 through national measures from 26 July 2029. Draft clauses and verification controls can be prepared earlier, but they should be reviewed when the Commission issues voluntary model-clause guidance by 26 July 2027 and again when the relevant national law is enacted.

No. Amended Article 18 requires the Commission to adopt guidance on voluntary model contractual clauses by 26 July 2027. Until that guidance exists, a company should not present its own wording as an official EU model. After publication, using a model clause will still not replace the impact-specific action, verification, SME treatment, monitoring, or escalation required by Articles 10 and 11.

The clause should match the actual adverse impact and the partner's role. It should identify the code-of-conduct or action-plan obligation, evidence and access needed for verification, support the company will provide where required, milestones, review rights, and the response to non-performance. Contract language does not create an automatic defence to civil liability under amended Article 29.

A signed clause is not enough. Articles 10(5) and 11(6) say contractual assurances must be accompanied by appropriate measures to verify compliance. The directive allows independent third-party verification, including through industry or multi-stakeholder initiatives, where that is appropriate.

The contract file should therefore show both the promise and the control loop: what obligation is covered, how compliance will be checked, who reviews verification results, what evidence is accepted, and what happens when the partner misses the agreed action-plan milestones.

SMEs are not brought into the CSDDD scope merely because a large in-scope company asks for assurances, but Articles 10 and 11 protect SMEs in the assurance process. When assurances are obtained from, or a contract is entered into with, an SME, the terms must be fair, reasonable, and non-discriminatory.

The company must also assess whether SME assurances should be accompanied by SME support measures. The directive names capacity-building, training, management-system upgrades, and, where the code of conduct or action plan would jeopardise the SME's viability, targeted and proportionate financial support.

Weak assurances should trigger verification, stronger prevention or corrective action, support, operational change, collaboration, and proportionate relationship measures. Directive (EU) 2026/470 removed mandatory termination as the final CSDDD step.

Before suspension, disengagement, or continued engagement, assess expected impacts on affected people and the environment, the company's ability to influence the partner, alternative measures, notice where relevant, and the monitoring needed to test the decision.