data/epcc_synthetic.json

{
  "excerpts": [
    {
      "id": "C1",
      "document": "Main EPCC Agreement",
      "text": "Contractor's aggregate liability under this Agreement shall not exceed 100% of the Contract Price, except for liability arising from fraud, wilful misconduct, intellectual property infringement, confidentiality breach, and indemnity obligations under Clause 18.",
      "epcc_risk_area": "Liability cap",
      "expected_severity": "critical",
      "playbook_note": "Aggregate cap exists, but the carve-outs (indemnity, IP, confidentiality) may still create unbounded exposure. Standard practice: review each exception."
    },
    {
      "id": "C2",
      "document": "Main EPCC Agreement",
      "text": "Delay liquidated damages shall accrue at 0.15% of the Contract Price per day of delay, capped at 10% of the Contract Price. Payment of delay liquidated damages shall be the Employer's sole remedy for delay, except where delay exceeds 90 days.",
      "epcc_risk_area": "Liquidated damages",
      "expected_severity": "critical",
      "playbook_note": "Delay LD rate and cap stated. The 90-day carve-out may unlock additional remedies; quantify scenario."
    },
    {
      "id": "C3",
      "document": "Performance Appendix",
      "text": "If the Facility fails to satisfy the guaranteed output or efficiency levels during performance testing, Contractor shall pay performance liquidated damages capped at 8% of the Contract Price.",
      "epcc_risk_area": "Liquidated damages",
      "expected_severity": "critical",
      "playbook_note": "Performance LD cap separately stated; confirm aggregate cap (see C4)."
    },
    {
      "id": "C4",
      "document": "Special Conditions",
      "text": "The aggregate cap for delay liquidated damages and performance liquidated damages shall be 15% of the Contract Price.",
      "epcc_risk_area": "Liquidated damages",
      "expected_severity": "critical",
      "playbook_note": "Aggregate LD cap defined. Cross-check that it interacts cleanly with the overall liability cap in C1."
    },
    {
      "id": "C5",
      "document": "Main EPCC Agreement",
      "text": "Neither Party shall be liable for loss of profit, loss of production, loss of revenue, or indirect or consequential damages, except in connection with fraud, wilful misconduct, confidentiality breach, and indemnity obligations.",
      "epcc_risk_area": "Consequential damages",
      "expected_severity": "critical",
      "playbook_note": "Consequential damages excluded with the usual carve-outs. Review indemnity exposure separately."
    },
    {
      "id": "C6",
      "document": "Special Conditions",
      "text": "Employer may terminate this Agreement for convenience at any time. Contractor shall be paid for work properly performed up to the termination date and reasonable demobilization costs. No compensation shall be payable for loss of anticipated profit.",
      "epcc_risk_area": "Termination for convenience",
      "expected_severity": "critical",
      "playbook_note": "No margin recovery on convenience termination. Playbook deviation: standard ask is at least cancellation fee or reasonable margin."
    },
    {
      "id": "C7",
      "document": "Force Majeure Clause",
      "text": "A Force Majeure Event shall entitle Contractor to an extension of time only. Contractor shall not be entitled to additional payment, cost reimbursement, or profit for any Force Majeure Event.",
      "epcc_risk_area": "Force majeure",
      "expected_severity": "moderate",
      "playbook_note": "EOT only, no cost relief. Common but commercially painful for prolonged FM events."
    },
    {
      "id": "C8",
      "document": "Site Conditions Clause",
      "text": "Contractor confirms it has inspected the Site and accepts all risks relating to subsurface conditions, access constraints, weather, and local logistics. No adjustment to the Contract Price or Time for Completion shall be made for such conditions.",
      "epcc_risk_area": "Site conditions",
      "expected_severity": "critical",
      "playbook_note": "Unlimited unknown site risk transferred to Contractor. Material commercial exposure; escalate before bid."
    },
    {
      "id": "C9",
      "document": "Change in Law Clause",
      "text": "A Change in Law after the Effective Date that directly affects the Works shall entitle Contractor to an extension of time. Cost relief shall be available only where the change imposes a new tax, duty, or customs obligation.",
      "epcc_risk_area": "Change in law",
      "expected_severity": "moderate",
      "playbook_note": "Time relief is general; cost relief is narrow (tax/duty/customs only). Playbook prefers both time and cost relief."
    },
    {
      "id": "C10",
      "document": "Variation Clause",
      "text": "Contractor must notify Employer of any claim for variation within seven calendar days of becoming aware of the event. Failure to provide notice within this period shall constitute a waiver of entitlement.",
      "epcc_risk_area": "Variation notice",
      "expected_severity": "critical",
      "playbook_note": "7-day strict waiver. Operationally tight; require process controls to avoid forfeiture."
    },
    {
      "id": "C11",
      "document": "Commissioning Appendix",
      "text": "Takeover shall occur only after successful completion of a 30-day reliability run, completion of all performance tests, submission of as-built documentation, and closure of all Category A punch-list items.",
      "epcc_risk_area": "Commissioning / takeover",
      "expected_severity": "moderate",
      "playbook_note": "Acceptance criteria objective but conjunctive; confirm that 'Category A' is defined and that reliability run is achievable."
    },
    {
      "id": "C12",
      "document": "Security Package",
      "text": "Contractor shall provide a performance bond equal to 15% of the Contract Price, an advance payment bond equal to the advance payment, and a parent company guarantee in the form required by Employer.",
      "epcc_risk_area": "Bonds and guarantees",
      "expected_severity": "moderate",
      "playbook_note": "15% PB is on the high end; align with treasury policy and confirm release schedule."
    },
    {
      "id": "C13",
      "document": "Insurance Schedule",
      "text": "Contractor shall maintain construction all-risk insurance, third-party liability insurance, professional indemnity insurance, workers' compensation insurance, and marine cargo insurance where applicable.",
      "epcc_risk_area": "Insurance",
      "expected_severity": "moderate",
      "playbook_note": "Insurance suite is standard. Confirm limits, deductibles, and additional-insured language with insurance team."
    },
    {
      "id": "C14",
      "document": "Subcontracting Clause",
      "text": "Contractor shall ensure that all Subcontracts contain obligations no less onerous than those imposed on Contractor under this Agreement. Contractor remains fully liable for all Subcontractor acts and omissions.",
      "epcc_risk_area": "Flow-down / subcontracting",
      "expected_severity": "moderate",
      "playbook_note": "Standard flow-down + full liability. Build a flow-down matrix for procurement at award."
    },
    {
      "id": "C15",
      "document": "Claims Procedure",
      "text": "Any claim for extension of time or additional payment must be notified within five calendar days. Failure to notify within this period shall bar the claim.",
      "epcc_risk_area": "Claims notice",
      "expected_severity": "critical",
      "playbook_note": "5-day strict bar. Very tight; high risk of inadvertent forfeiture. Escalate."
    }
  ],
  "playbook": [
    {"risk_area": "Liability cap", "preferred_position": "Aggregate liability should be capped. Exceptions should be limited and clearly understood. Indemnity, IP, fraud, wilful misconduct, and confidentiality exceptions require legal review."},
    {"risk_area": "Liquidated damages", "preferred_position": "Delay LDs, performance LDs, and aggregate LD caps should be clearly stated. LDs should not accidentally sit outside the overall liability structure unless approved."},
    {"risk_area": "Consequential damages", "preferred_position": "Consequential damages, loss of profit, loss of revenue, and loss of production should generally be excluded, subject to approved exceptions."},
    {"risk_area": "Force majeure", "preferred_position": "Force majeure should normally provide extension-of-time relief. Cost relief depends on project policy and market position."},
    {"risk_area": "Change in law", "preferred_position": "Change in law should ideally provide both time and cost relief where the contractor cannot control the change."},
    {"risk_area": "Site conditions", "preferred_position": "Contractor should not accept unlimited unknown site-condition risk unless priced and approved."},
    {"risk_area": "Variations and claims", "preferred_position": "Notice periods should be operationally realistic. Strict waiver language requires escalation."},
    {"risk_area": "Termination for convenience", "preferred_position": "Contractor should recover work performed, demobilization, committed costs, and ideally reasonable margin or cancellation costs."},
    {"risk_area": "Commissioning and takeover", "preferred_position": "Acceptance tests should be objective, measurable, and aligned with project execution reality."},
    {"risk_area": "Bonds and guarantees", "preferred_position": "Bond, guarantee, and insurance requirements should match treasury and insurance policy."},
    {"risk_area": "Flow-down obligations", "preferred_position": "Flow-down obligations should be identified early for procurement and subcontracting teams."}
  ]
}