Role Purpose

To provide dedicated legal support to Business Development teams on power and water projects, with a primary focus on Operations & Maintenance (O&M), PPP/PFI structures, and ACWA's role as O&M provider on greenfield and brownfield projects across the Middle East, Europe, Africa, and Asia.

The role will support both third-party and ACWA-led bids, ensuring risk allocation is appropriately aligned across, OMA, PPA, EPC, LTSA, TSA and financing documents, and that deliverables are met within compressed bid timelines.

The position requires strong drafting and negotiation capability, sound commercial judgement, and the ability to operate independently on defined workstreams within complex project structures.

Key Responsibilities

Bid & Transaction Support
Lead and support negotiation of:

Operation & Maintenance Agreements (OMAs), including Direct Agreements
Long-Term Service Agreements (LTSAs)
Technical Services Agreements
Interface and back-to-back arrangements with EPC contractors
Joint Development/Venture Agreements, SHA and SPA agreements relating to O&M companies
Subcontract agreements for O&M scope (where required)
Consortium and partnership documentation

Support review of PPAs, IWPP/IWP structures and concession agreements from an O&M risk perspective
Draft and negotiate NDAs, consortium agreements, MoUs and bid-stage documentation
Support legal due diligence exercises for new jurisdictions with local advisers
Risk Allocation & Back-to-Back Structuring
Ensure appropriate alignment of operational risk between:

OMA and PPA/concession terms
OMA and EPC/LTSA performance regimes
Liquidated damages and availability regimes

Advise on liability caps, indemnity structures, fitness for purpose obligations and wilful misconduct carve-outs
Identify risk gaps and escalate structural issues where required
Lender & Project Finance Interface
Support negotiations with lenders counsel on O&M-related matters
Review direct agreements and step-in rights
Assist in satisfying conditions precedent relating to O&M arrangements
Maintain working knowledge of security structures typical in project-financed PPP/PFI transactions and their relevance to O&M arrangements
Cross-Functional Coordination
Work closely with:

BD commercial teams
Technical and Operations teams
Corporate legal and Governance teams
External counsel (where required)

Operate effectively under high-pressure bid timelines
Provide clear, practical and commercially balanced advice
Support preparation of internal approval materials and risk summaries
Multi-Jurisdictional Awareness
Advise on regional considerations across:

GCC (KSA, UAE, Oman)
Europe (including Poland and other EU jurisdictions)
Centra and South-East Asia
Africa and emerging markets

Coordinate with local counsel where necessary
Support assessment of regulatory and concession considerations impacting O&M arrangements
Corporate Structuring & Internal Legal Liaison
Liaise closely with Corporate Legal and Compliance teams on:

Incorporation of new SPVs and O&M vehicles
JV entity structuring and shareholder arrangements
Branch registrations and cross-border establishment matters
Amendment of constitutional documents in line with transaction requirements

Support legal aspects of:

Corporate approvals and board resolutions
Power of attorney and signatory frameworks
Regulatory filings and licensing requirements

Ensure alignment between transaction documentation and corporate structuring requirements across jurisdictions
Coordinate internal approvals to ensure timely entity readiness under compressed bid timelines

Qualification

English law or New York law qualified preferred
5–8 years PQE (indicative)
In-house or top-tier law firm experience in:

Power and water sector
PPP/PFI or project-financed infrastructure
O&M contract negotiation

Strong familiarity with OMAs, PPAs, EPC contracts and LTSAs
Exposure to lender negotiations in project-financed transactions
Demonstrated ability to structure back-to-back operational risk

Skills

Commercially pragmatic
Comfortable operating with limited supervision on defined workstreams
Strong drafting and negotiation capability
Able to manage multiple bids simultaneously
Clear communicator under time pressure

Senior Legal Counsel - Legal BD