This practical course will enhance your skills and knowledge in understanding, developing and negotiating key contract terms, for domestic and international energy and power industry business sales contracts for assets, software, equipment, and services. The concepts and techniques addressed in this seminar apply whether one is selling or buying equipment for a gas-fired electric generating plant, negotiating an oil & gas drilling asset deal, or structuring a transaction for business services.
The course builds upon two predicates: the business context and the legal framework. These will both be explored using realistic scenarios and examples. The business context includes "who, what, when, where and why:" the parties, business deal, timing, location and objectives. The legal framework starts with UCC Article 2 - Sales of Goods. This law applies to commercial contracts (except in Louisiana), whether one is selling a turbine, gas or electricity. The course will contrast the UCC with its international counterpart: the UN Convention on Contracts for the International Sale of Goods (CISG). Some key differences between U.S. and international practices will be reviewed.
Once one understands the business deal and the legal framework, appropriate contract language can be developed. Relevant energy industry forms or precedents provide a useful starting point, but each term or clause serves a purpose. Translating the business deal into clear contract language represent the first priority. One should follow the money through pricing and payment terms. Risks must be allocated. Unexpected events and the endgame should be anticipated. Last but not least, actual implementation requires forethought. All of this becomes more complex with global commerce, electronic transactions and regulatory compliance issues. Using samples and hands-on exercises, attendees will share good drafting practices and improve upon their techniques. By the end, every attendee should feel more comfortable with handling transactions virtually anywhere in the world.
INTRODUCTION
-Why Enforceable and Well-Written Contracts Matter
-Examples of the Good, the Bad and the Ugly
-Basic Contract Concepts and Structures
 THE BUSINESS CONTEXT
-Determine Business Goals, the Parties and the Various Players' Roles
-Who - The Parties, their Relationship and Leverage
-What - Contract Scope
-When - Time Frame and Duration
-Where - Project Location(s)
-Why - Contract as Vehicle to Achieve Business Goals
CONTRACTS LAW
-Salient provisions of the Uniform Commercial Code for U.S. sales of goods
-Comparing the UN Convention on Contracts for the International Sale of Goods to the UCC
-Unique International Sales Issues (e.g., Taxes, Currency Exchange, FCPA)
-Other applicable laws affecting the contract
-Addressing Legal Requirements via Contract Terms
TRANSLATING BUSINESS DEAL TO CONTRACT
-Who's Doing the Drafting?
-The Right Form or Precedent for the Contract - Some Model Forms
-Determining the Parties' Intentions and Objectives
-Prioritizing Deal Points
-Identifying Risks and Gray Areas
 FOLLOW THE MONEY
-Price and Payment Terms
-Financial and Performance Security
-Interrelationship with Other Contract Provisions
 FROM START TO FINISH - CONTRACT SCHEDULE
-Effective Date(s)
-Conditions such as Government Approvals, Permits and Licenses
-Schedule for Performance and Completion
-Delay Liquidated Damages and Other Remedies
 QUALITY ASSURANCE
-Standards and Metrics
-Product Warranties and Performance Guarantees
-HSSE Compliance
-Third Party Roles (e.g., Subcontractors and Consultants)
-Remedies for Breach
 ANTICIPATING THE UNEXPECTED (3:45 - 4:30)
-Dive into Uncontrollable Circumstances such as Force Majeure
-Changes in Company Ownership or Control
-Bankruptcy and Insolvency
-Change Orders
 DEVILS IN DETAILS - END GAME PROVISIONS
-Early Termination and Remedies
-Dispute Resolution
-Legal Compliance Risks
-Liability Limitations
-Indemnities and Knock for Knock Provisions
-Protecting Intellectual Property and Confidential Information
GENERAL AND MISCELLANEOUS PROVISIONS
-Assignment of Rights and Delegation of Duties
-Severability, Survival
 PROJECTS GONE SOUTHÂ
-Understanding Contract Terms and Options
-Addressing Problem Areas through Implementation
-Recognizing Ambiguities and Uncertainties
-Dispute Resolution: Negotiation, Mediation, Arbitration and Litigation
 PRACTICE MAKES ALMOST PERFECT
Workshop on Drafting, Critiquing and Revising Contract Language
This live group seminar is eligible for 13.0 CPE credits. Be aware that state boards of accountancy have final authority on the acceptance of individual courses for CPE credit. As of January 1, 2002, sponsored learning activities are measured by program length, with one 50-minute period equal to one CPE credit. One-half CPE credit increments (equal to 25 minutes) are permitted after the first credit has been earned in a given learning activity. You may want to verify that the state board from which your participants will be receiving credit accept one-half credits.
This seminar will benefit almost anyone who is involved in the energy or electric power industries. Inexperienced as well as seasoned professionals in sales and marketing, procurement, risk management, contract administration, project management, finance, accounting or legal roles will receive important insights from this seminar. Gaining increased sophistication might save your company from losing money from poorly written contracts. Types of companies that would typically attend this type of program include energy producers, equipment suppliers, electric and municipal utilities, financial institutions, software or project developers, industrial companies; accounting, consulting & law firms and government regulators.
This fundamental level group live seminar has no prerequisites. No advance preparation is required before the seminar.
PGS seminars are known for their clear explanations and in-depth content. Register for a PGS class today, and join the over 10,000 energy professionals who have already attended one of PGS's proven programs.