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to gauge human rights risks can help set the right terms of contract to ensure
respect for human rights.
Similarly, if an enterprise is involved in a merger or acquisition that brings new
projects, activities and relationships into its portfolio, its due diligence processes
should include human rights due diligence, beginning with an assessment of
any human rights risks it is taking on. Moreover, if an enterprise acquires
another enterprise that it identifies as being, or having been, involved in human
rights abuses, it acquires the responsibilities of that enterprise to prevent or
mitigate their continuation or recurrence. If the enterprise it is acquiring actually
caused or contributed to the abuses but has not provided for their remediation,
and no other source of effective remedy is accessible, the responsibility to
respect human rights requires that the acquiring enterprise should enable
effective remediation itself, to the extent of the contribution. Early assessments
will be important in bringing such situations to light.
BOX 4
Principles for responsible contracts: integrating the management
of human rights risks into State-investor contract negotiations guidance for negotiators
The principles for responsible contracts identify 10 principles to help States and
business investors integrate the management of human rights risks into investment
project contract negotiations. Each principle is explained in brief, along with its
key implications and a recommended checklist for negotiators. The guide was
developed through four years of research and inclusive, multi-stakeholder dialogue
carried out under the mandate of the Special Representative of the Secretary-General
for Business and Human Rights, Professor John Ruggie. It reflects the collective
experiences of experts involved in major investment projects from Government,
commercial enterprises, non-governmental organizations and lending institutions.
The 10 principles are:
1. Project negotiations preparation and planning: The parties should be adequately
prepared and have the capacity to address the human rights implications of
projects during negotiations.
2. Management of potential adverse human rights impacts: Responsibilities for the
prevention and mitigation of human rights risks associated with the project and
its activities should be clarified and agreed before the contract is finalized.
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