Attorney review needed on contract
Experienced Contracts Lawyer Needed – Review & Risk Assessment of Master Partnership Agreement + Annexes (Cross-Border Enforcement)
Description:
We are seeking a highly experienced international commercial contracts lawyer to conduct a comprehensive legal review of a Master Partnership Agreement and its full annex set.
The agreement governs a structured infrastructure financing framework involving layered capital structures (including ECA-backed facilities, DFI funding, supplier credit, and equity conversion mechanisms) across multiple jurisdictions.
The base agreement is governed by Dutch law and includes arbitration under NAI (Netherlands Arbitration Institute), but the transactions themselves are cross-border and may involve parties, assets, or enforcement in multiple jurisdictions (including EU and emerging markets).
Scope of Work:
We require a detailed, redline-level review covering:
Legal Enforceability
Confirm enforceability under Dutch law.
Identify risks in cross-border enforcement.
Flag arbitration, jurisdiction, and governing law vulnerabilities.
Review assignment, suspension, termination, and survival provisions.
Risk Allocation & Liability
Assess liability caps, indemnities, exclusions.
Identify imbalance or unintended exposure.
Confirm clarity of trigger-based fee mechanics.
Review anti-double-count and offset mechanisms.
Annex Integration & Structural Coherence
Ensure annexes properly integrate with the master body.
Identify inconsistencies between agreement body and annexes.
Review retainer mechanism and offset logic.
Review fee-to-equity conversion structure and enforceability.
Assess exclusivity clauses and transaction-level mandates.
Cross-Border Compliance & Regulatory Risk
Sanctions, anti-bribery, export control exposure.
ECA/DFI-related structural vulnerabilities.
Data protection implications.
Any unintended financial regulatory implications.
Clarity & Drafting
Flag ambiguous drafting.
Identify provisions likely to create dispute.
Suggest strengthening language where required.
Ensure defined terms and formulas operate correctly.
Commercial Protection
Confirm both parties are adequately protected.
Identify areas of asymmetric risk.
Flag provisions that could be commercially abused.
Assess enforceability of fee formulas and trigger discipline.
Deliverables Expected:
Marked-up version with track changes.
Structured risk memo summarizing:
Critical risks
Moderate risks
Drafting improvements
Cross-jurisdictional concerns
Practical recommendations, not just theoretical commentary.
Ideal Candidate:
10+ years experience in international commercial contracts.
Strong background in cross-border finance structures.
Experience with Dutch law and arbitration frameworks preferred.
Familiarity with ECA/DFI or structured finance arrangements is a strong advantage.
Comfortable reviewing complex fee formula structures.
Timeline:
We would like review completed within 7–10 days.
Apply Now
Apply Now
Description:
We are seeking a highly experienced international commercial contracts lawyer to conduct a comprehensive legal review of a Master Partnership Agreement and its full annex set.
The agreement governs a structured infrastructure financing framework involving layered capital structures (including ECA-backed facilities, DFI funding, supplier credit, and equity conversion mechanisms) across multiple jurisdictions.
The base agreement is governed by Dutch law and includes arbitration under NAI (Netherlands Arbitration Institute), but the transactions themselves are cross-border and may involve parties, assets, or enforcement in multiple jurisdictions (including EU and emerging markets).
Scope of Work:
We require a detailed, redline-level review covering:
Legal Enforceability
Confirm enforceability under Dutch law.
Identify risks in cross-border enforcement.
Flag arbitration, jurisdiction, and governing law vulnerabilities.
Review assignment, suspension, termination, and survival provisions.
Risk Allocation & Liability
Assess liability caps, indemnities, exclusions.
Identify imbalance or unintended exposure.
Confirm clarity of trigger-based fee mechanics.
Review anti-double-count and offset mechanisms.
Annex Integration & Structural Coherence
Ensure annexes properly integrate with the master body.
Identify inconsistencies between agreement body and annexes.
Review retainer mechanism and offset logic.
Review fee-to-equity conversion structure and enforceability.
Assess exclusivity clauses and transaction-level mandates.
Cross-Border Compliance & Regulatory Risk
Sanctions, anti-bribery, export control exposure.
ECA/DFI-related structural vulnerabilities.
Data protection implications.
Any unintended financial regulatory implications.
Clarity & Drafting
Flag ambiguous drafting.
Identify provisions likely to create dispute.
Suggest strengthening language where required.
Ensure defined terms and formulas operate correctly.
Commercial Protection
Confirm both parties are adequately protected.
Identify areas of asymmetric risk.
Flag provisions that could be commercially abused.
Assess enforceability of fee formulas and trigger discipline.
Deliverables Expected:
Marked-up version with track changes.
Structured risk memo summarizing:
Critical risks
Moderate risks
Drafting improvements
Cross-jurisdictional concerns
Practical recommendations, not just theoretical commentary.
Ideal Candidate:
10+ years experience in international commercial contracts.
Strong background in cross-border finance structures.
Experience with Dutch law and arbitration frameworks preferred.
Familiarity with ECA/DFI or structured finance arrangements is a strong advantage.
Comfortable reviewing complex fee formula structures.
Timeline:
We would like review completed within 7–10 days.
Apply Now
Apply Now