The PPA Clause Book

Overview

Forty clauses. Each one gets the same eight things, in the same order, so that you can go straight to the row you need in the middle of a call.

This is the drafting companion to The Sherpa Guide to Power Purchase Agreements. The Guide tells you which terms decide the outcome and why. This book tells you what each side should ask for, where the term usually settles, and — the part almost nobody publishes — the order in which each side should give ground when it does not settle there.

What this guide covers

Forty clauses across six families: Commercial (price, escalation, term, volume, shape, settlement, capture floor), Operational (curtailment, availability, forecasting, dispatch, metering, the battery), Risk (change in law, force majeure, basis, deemed energy, currency, index cessation), Credit (security, downgrade triggers, guarantees, collateral, step-in, netting — in both directions), Attributes, Tax and Compliance (certificates, claims, incentives, recapture, audit rights), and Endgame (conditions precedent, delay damages, default, the two termination payments, assignment, repowering). Opens with a fold-out risk-allocation matrix mapping all forty clauses against eight risks.

Who this is for

Anyone drafting, reviewing or negotiating a power purchase agreement — on either side of the table.

What you get

• Every clause from both chairs — the buyer's ask and the seller's ask
• The landing zone: where each term usually settles in practice
• The order in which each side should give ground when it does not
• A fold-out risk-allocation matrix: forty clauses against eight risks
• Identical eight-element anatomy per clause, so you can go straight to the row mid-call
• Concordance to The Sherpa Guide to Power Purchase Agreements
• Glossary, quick index and numbered references

Table of contents

1. How to use this book
2. Fold-out — The Risk-Allocation Matrix: Forty clauses against eight risks. Solid: the clause allocates the risk. Light: it modifies it.
3. Family 1 — Commercial: Price, escalation, term, volume, shape, settlement and the capture floor.
4. Family 2 — Operational: Curtailment, availability, forecasting, dispatch, metering and the battery.
5. Family 3 — Risk: Change in law, force majeure, basis, deemed energy, currency and the index that stops being published.
6. Family 4 — Credit: Security, downgrade triggers, guarantees, collateral, step-in and netting — in both directions.
7. Family 5 — Attributes, Tax and Compliance: Certificates, claims, incentives, recapture and the audit right nobody exercises.
8. Family 6 — Endgame: Conditions precedent, delay damages, default, the two termination payments, assignment and repowering.
9. Glossary
10. Appendices — Reference: Guide concordance · On positions · Quick index · Sources and references

Research and sources

Includes a guide concordance, quick index, glossary and numbered sources and references.

Licensing

Single-user licence. For use by the named licensee only. Redistribution, resale, posting to shared drives or internal circulation beyond the named licensee is a breach of licence. Team licences covering up to five named users are available.