| Date | Venue | Duration | |
|---|---|---|---|
| 19 - 23 October 2026 | Sandton | 5 Days |
The Power Purchase Agreement (PPA) from a Commercial & Legal Perspective masterclass equips participants with the practical know-how to structure, negotiate and manage PPAs across renewable and non-renewable energy projects. Over a typical project lifespan of 20–30 years, a bankable PPA must simultaneously lock in pricing and quantities, comply with evolving regulations and allocate risk equitably between seller and buyer.
In this highly interactive workshop, you will:
Examine real-world PPA case studies from diverse jurisdictions
Dissect model agreements to identify critical commercial and legal clauses
Map out each stage of the PPA lifecycle—from term sheet to contract close-out
Engage in a mock negotiation exercise, honing your deal-making and risk-management skills
By the end of the Power Purchase Agreement Masterclass, you will understand how to craft a PPA that secures project finance, manages regulatory change, mitigates political and currency risk, and delivers sustainable outcomes for all stakeholders.
By the close of this Power Purchase Agreement Masterclass, you will be able to:
Interpret PPA Fundamentals
Describe the principal structures (BOT, BOO, BOOT, concession, lease/license) and SPV roles
Summarize the regulatory and market context governing PPAs in key energy markets
Identify and Draft Essential Clauses
Select and tailor commitments, representations & warranties, performance guarantees and force majeure terms
Structure pricing, tariff schedules and “take-or-pay” provisions to balance commercial interests
Assess and Allocate Risk
Evaluate credit, tenor, sovereign and shape-of-load exposures
Design liquidated damages, bonds, retentions and liability caps to protect lenders, sponsors and off-takers
Plan and Execute Negotiations
Develop a concise term sheet and negotiation framework
Apply interest-based bargaining techniques and define BATNA to drive win-win outcomes
Ensure Contract Compliance and Dispute Resolution
Establish governance, monitoring and penalty mechanisms for contract performance
Compare dispute-resolution forums (litigation, arbitration, mediation, expert determination) and draft enforceable provisions
This Power Purchase Agreement Masterclass is ideal for professionals involved in energy project commercialization, including:
Commercial & Contract Managers
Project Finance and Credit Analysts
In-house and External Legal Counsel
Business Development & Marketing Executives
Engineers and Technical Leads
Accountants and Economists
Consultants advising on energy transactions
Our diverse instructional approaches ensure effective learning:
– Lectures & Presentations: Engage with expert-driven, stimulating content.
– Course Material: Access well-crafted supporting resources.
– Group Work: Collaborate on discussions and case studies for practical insights.
– Workshops & Role-Play: Participate in immersive, scenario-based activities.
– Practical Application: Focus on applying theoretical knowledge in real situations.
– Post-Training Support: Receive extensive support after training for skill implementation.
Day One: Foundations & Project Structures
Introduction to the Energy Sector
Global power markets overview (renewables vs. thermal)
Regulatory regimes and recent policy trends
Key stakeholders: utilities, off-takers, regulators, financiers
Purpose and Anatomy of a PPA
Role of PPAs in securing project finance
PPA lifecycle: term sheet → execution → handback
Anatomy of a standard PPA document
Project Delivery Models & SPV Formation
Concession, Lease/License, BOT, BOO, BOOT: pros & cons
Special Purpose Vehicle (SPV): governance, financing covenants
Case study: SPV structuring for a 100 MW solar plant
Roles & Covenants of Parties
Seller (generator) covenants: construction, performance, O&M
Buyer (off-taker) obligations: payment, offtake guarantees
Assignment rights, step-in rights and third-party consents
Interactive Exercise
Breakout groups: map out party obligations in a sample PPA term sheet
Day Two: Core Commercial & Legal Clauses
Term, Extension & Termination
Defining contract duration, renewal options
Early termination triggers: default, change in law, force majeure
Performance Guarantees & Liquidated Damages
Designing availability, minimum delivery and performance metrics
Calculating liquidated damages for delays and under-performance
Case vignette: Enforcing LDs in a wind-farm PPA
Representations, Warranties & Indemnities
Structuring seller/buyer reps and warranties
Scope and caps on liabilities; indemnity carve-outs
Insurance, Bonds & Financial Security
Types of required insurance policies
Performance bonds, parent guarantees and letters of credit
Change in Law & Regulatory Risk
Drafting change-in-law provisions to protect revenue
Allocation of permitting and licensing risk
Interactive Drafting Session
Redline a model “force majeure” clause, incorporating best-practice triggers
Day Three: Risk Management & Financing Considerations
Identifying Key Risks
Credit, tenor, currency and commodity price volatility
Political, sovereign and off-taker default risks
Quantifying and Mitigating Risk
Shape-of-load, balancing and ancillary services risk
Hedging strategies, escrow accounts and credit wraps
Cost Overruns & Variation Orders
Managing EPC contractor claims
Change-order approval workflows
Tax & Subsidy Considerations
Impact of tax incentives, cross-border withholding taxes
Integrating subsidy and grant flows into tariff design
Case Study Exercise
Simulate a lender due-diligence “risk heat map” for an IPP project
Day Four: Commercial Structures & Tariff Design
Pricing & Tariff Mechanisms
Fixed vs. variable tariffs; escalators and indexation
“Take-or-pay” and “take-and-pay” constructs
Metering, Measurement & Verification
Standards (IEC, AEE); calibration & dispute protocols
Remote monitoring platforms
Credit & Tenor Risk Allocation
Off-taker credit enhancement: guarantees, standby letters
Lender expectations on tenor matching asset life
Balancing & Profile Risk
Managing intermittent generation (solar, wind)
Procuring ancillary services; imbalance settlement
Interactive Modelling
Build a simple cash-flow model to compare tariff scenarios
Day Five: Negotiation & Dispute Resolution
Negotiation Framework
Term-sheet preparation and priority issue matrix
BATNA analysis; interest-based negotiation techniques
Mock Negotiation Workshop
Role-play: Seller vs. Buyer teams negotiate key terms (pricing, guarantees, termination)
Real-time feedback on negotiation tactics
Dispute-Resolution Mechanisms
Litigation, arbitration, mediation, expert determination
Drafting dispute-resolution clauses and seat/jurisdiction selection
Contract Governance & Close-Out
Establishing compliance monitoring, notice/waiver regimes
Lessons-learned session: common pitfalls and success factors
Capstone Exercise
Negotiation debrief: participants refine a key clause based on mock outcomes
Each day combines lecture, case studies, drafting exercises and group workshops to ensure both theoretical mastery and practical skills. Continuous Q&A sessions and peer feedback will cement your ability to negotiate and manage PPAs that stand up to commercial, legal and financing scrutiny.
Discover how our courses enhance professionals’ effectiveness in their workplaces.
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