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.
What You Will Learn
- The most relevant parts of the Uniform Commercial Code for energy contracts
- How international commercial laws and practices differ from the UCC
- The importance of understanding and tailoring the business deal
- Finding the right model or template for developing a workable contract
- Structuring a contract to fit the energy industry and the deal
- The meaning and possible variations of contract terms
- How to (and how not to) negotiate key provisions
- Ideas for mitigating contract risks by implementation
Your Instructor
Michael Pillow
During his career, Michael Pillow has worked as a corporate counsel, contract manager, marketing manager and law professor. Most of his career has been spent working for Westinghouse and Siemens in the power generation/energy sector. He currently works as an independent contractor for Siemens Energy Legal. At those companies he handled diverse assignments including contract drafting and negotiation; international business transactions; dispute resolution; joint ventures, acquisitions and divestitures; and corporate governance and compliance. He has presented legal and business seminars on topics from contracts training to compliance to dispute resolution. As a professor, he taught Global Corporate Compliance, Contract Drafting, Sales (UCC Article 2) and Business Law at the University of Florida and FAMU law schools and Seminole State College. During his early career, he practiced in Pittsburgh, focusing on litigation, with two law firms. He has published several articles, primarily relating to commercial law, and a novel, Neighbors 2009. Mr. Pillow received his Bachelor of Arts degree from the University of Virginia in Charlottesville, Virginia in 1979. He graduated from the University of Pittsburgh Law School in 1983. He now resides in Charlottesville.
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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 SOUTH - 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
Venue
Homewood Suites by Hilton Houston Near the Galleria
2950 Sage Rd, 77056
Houston, TX, USA
Who Should Attend this Seminar
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.
Prerequisites and Advance PreparationThis fundamental level group live seminar has no prerequisites. No advance preparation is required before the seminar.
Program LevelBasic level. This fundamental course begins with basic material and then proceeds to the intermediate level.
Delivery MethodGroup-live.
Hotel and Seminar Information
This two-day seminar will be held at the hotels listed below. The seminar will start promptly at 8:00 AM and will finish at 4:30 PM on the first day. On the second day, the seminar will resume at 8:00 AM and will finish at 12:30 PM. The program includes continental breakfast, lunch, and coffee breaks on the first day. On the second day a continental breakfast and coffee breaks are included. Attendees also receive a professionally produced seminar manual that can serve as a valuable office reference. Dress is casual for all seminars.
Homewood Suites by Hilton Houston Near the Galleria2950 Sage Road
Houston, TX 77056
Telephone: (713) 439-1305
View Seminar Location WebsiteBecause of the diversity of hotels found in the area, we will not be holding a block of sleeping rooms with one particular hotel.
