# Draft Markup Ppa Buyer Perspective > Guides drafting of a buyer-side PPA markup by using contract-ready language for commercial terms, narrowing force majeure and seller discretion, protecting buyer interests in environmental attributes, and producing both an annotated redline and a cover memo. - Skill: `finchipaiorg/draft-markup-ppa-buyer-perspective` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-markup-ppa-buyer-perspective` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-markup-ppa-buyer-perspective/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-markup-ppa-buyer-perspective --- # Skill: Draft Markup of Power Purchase Agreement — Buyer-Side Redline with Commentary ## 1. Subject-matter triage (only if applicable) - Read the buyer playbook, client instructions, congestion analysis, and comparable deal before touching the draft. - Extract the buyer’s must-haves, negotiables, and unacceptable positions; distinguish commercial asks from legal risk positions. - Identify whether the PPA is standalone or paired with storage, whether environmental attributes are intended to transfer fully, and whether delivery-zone congestion affects pricing or curtailment risk. - If multiple delivery periods, price components, security periods, or generation assumptions appear, enumerate them before drafting so each is handled on its own terms. ## 2. Failure modes the skill is correcting - Baseline describes preferred edits instead of inserting contract-ready redline language. - Baseline gives a memo or issue list without producing the operative markup document first. - Baseline omits buyer-protective narrowing of seller discretion, force majeure, assignment, environmental attributes, or lender controls. - Baseline states commercial positions without tying them to the source documents, the governing clause structure, or the resulting risk allocation. - Baseline leaves change descriptions vulnerable to export loss because it relies only on styling rather than explicit textual markup. - Baseline fails to separate non-negotiable positions from fallback points in the commentary. ## 3. Legal frameworks / domain conventions that apply - Use PPA market conventions for pricing, delivery, curtailment, deemed generation, milestone remedies, assignment, environmental attributes, and security. - Draft all substantive changes as operative clause language, not narrative intent. - Where the buyer seeks all environmental value, capture present and future environmental attributes to the fullest extent permitted by applicable law, including attributes created by later-enacted programs or requirements. - Narrow force majeure to events outside the seller’s reasonable control and exclude ordinary business risks, including economic curtailment, avoidable supply issues, and expected weather variability. - Limit lender control to collateral-protective consents and reasonable cure rights; do not give lenders blanket veto power over routine amendments. - Use assignment carve-outs that preserve ordinary affiliate restructuring on the buyer side and financing flexibility on the seller side. - If performance security is required, align the amount and timing to the buyer’s replacement-power exposure during development and operation. - If deemed-generated energy is addressed, define the trigger, measurement, and payment consequence with precision; do not leave deeming concepts aspirational. - Any legal proposition in the commentary should be anchored to the relevant contract section, market practice, or governing law principle invoked by the source materials. ## 4. Analytical scaffolds - For each seller clause, classify it as acceptable, negotiable, or non-acceptable from the buyer’s perspective. - Draft the change in insertion-ready language and preserve internal consistency across defined terms, remedies, notice mechanics, and exhibits. - Tie every material edit to the buyer’s commercial objective, the related clause or schedule, and the practical consequence if the seller’s language remains unchanged. - Where a calculation is required by the source materials, show the method in the memo and keep the arithmetic consistent across the clause, defined term, and remedy provision. - If the draft touches multiple time periods or remedy triggers, analyze each period separately rather than using a single blended treatment. - For congestion or delivery-zone issues, connect price, curtailment, or settlement language to the allocation of nodal or zonal risk reflected in the source materials. - When a provision has fallback positions, present them in descending order of buyer preference so the markup can be implemented without interpretive gaps. ## 5. Vertical / structural / temporal relationships (only if applicable) - Keep milestone remedies aligned with the project schedule, commercial operation timing, and termination rights. - Ensure shortfall, delay, and security provisions use the same reference dates and the same underlying capacity or output assumptions. - Make sure environmental attribute language reaches both current instruments and successor or newly created attributes over the life of the agreement. - Confirm assignment and consent mechanics do not conflict with financing provisions, cure rights, or amendment thresholds. - If one clause depends on another, revise both so the redline is internally coherent across definitions, remedies, and exhibits. ## 6. Output structure conventions - Produce the redline first as the primary deliverable, then the cover memo only after the markup file exists and is non-empty. - The redline must be export-safe: every substantive change should be visible in plain text using explicit markers such as [DELETED: …], [INSERTED: …], and [REPLACED: old → new], with a short [Rationale: …] note for each change. - Use industry-conventional contract formatting rather than a rubric-shaped checklist. - The cover memo should summarize the buyer’s key positions, state which are must-have versus negotiable, and explain the commercial rationale for each material edit. - For any issue discussed in the memo, include the affected clause or section, the related source document or comparison point, and the downstream effect on pricing, risk, operations, or financing. - If the source materials provide figures or formula inputs, verify any arithmetic in the memo before finalizing the redline language. - End the advisory memo with practical next steps directed to the relevant internal role and timing tied to the transaction milestone. - Before finishing, confirm by name that the redline file and the cover memo file both exist, are non-empty, and contain operative contract language rather than a summary of requested changes.