Speaking at the Seventh Annual IQPC Advanced Contracts Risks Management for Oil and Gas Conference, Don Butler, General Counsel, Seneca Resources discussed contract templates and the use of these documents in transactional work. The concepts which Mr. Butler discussed are applicable when drafting templates which include language related to Foreign Corrupt Practices Act (FCPA) contractual terms.
He began his presentation by noting that by use of the word ‘template’ he meant that it was a form of contract drafted by his company for use in certain transactions. It was designed to be more than just a starting point for negotiations. The template has several benefits for Seneca which, as he related, include: (1) the language is tested against real events; (2) the language assists the company in managing its risks; (3) the language fits into a series of related contracts; (4) the language is straight-forward to administer and (5) the language helps to manage the expectations of both contracting parties.
The contracting concepts are equally applicable to contracts which a company, subject to the FCPA or UK Bribery Act, would enter into with a foreign business partner such as an agent, distributor, reseller, joint venture partner or any other person or entity which might represent a US or UK business internationally. Such templates must have compliance obligations stated directly in the document, whether such document is a simple agency or consulting agreement or a joint venture with several formation documents.
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