LUKOIL NORTH AMERICA LLC

Savvy Admin PROD

SUMMARY: The Counsel position reports to the General Counsel and will provide legal advice and support in corporate, transactional and litigation matters related to the company's business.

The Employee agrees that she/he will, always, faithfully, industriously, and to the best of her/his skill, ability, experience, and talent, perform all the duties set forth below required of her/his position during Company business hours. In carrying out these duties and responsibilities, the Employee shall comply with all Company policies and rules of New York, New Jersey, Pennsylvania, and the Multijurisdictional Practice of Law governing the authorized practice of law. The position will be located at the Company's New Jersey office.

**ESSENTIAL DUTIES AND RESPONSIBILITIES **include the following.

•                 Prepare, review and negotiate the contracts and legal instruments of the Company, specifically: PMPA Franchise Agreements, Lease Agreements, Service Agreements, Agreements for Purchase of Goods, Leases, Agreements for Purchase and Sale of Real Estate; Site Access Agreements, confidentiality agreements; various supply chain and distribution agreements; fuel supply and distribution agreements; technology agreements; software licensing agreement; professional services agreements; and such other agreements as requested by the General Counsel all without significant assistance or oversight.

•                 Prepare corporate board minutes, orders, resolutions, intercompany agreements, and maintain an effective system of corporate governance policies.

•                 Review and advise the Company on insurance coverage policies related to the Company's business operations.

•                 Assist the General Counsel in all legal, regulatory, compliance, and acquisition matters involving the Company.

•                 Provide support to General Counsel in enforcing contracts and resolving contract- related disputes.

•                 Assist the General Counsel, CEO and Senior Managers in developing and successfully implementing company compliance procedures, policies and training as needed, based on legal and regulatory requirements, industry standards and best practices.

•                 Prepare demand and cease and desist letters.

•                 Advise all levels within the organization to identify critical legal issues and risks, provide legal analysis, and assess potential legal resolutions.

•                 Under supervision of General Counsel, work with outside counsel on highly complex or specialized transactions and litigation matters and claims.

•                Under the supervision of General Counsel, represent the company in Court in litigation matters as directed by the General Counsel, CEO and Management.

•                 Accountable for performing and managing all litigation activities on assigned matters through the trial and appellate stages, including among other things research, pleadings, motions, discovery, depositions, conferences, trials, mediations, arbitrations, appeals.

•                 Recommend key legal and/or litigation strategies and resolutions to General Counsel and senior management.

•                 Oversee internal procedures and standards for document discovery and preparing and reviewing court filings.

•                 Provide research, legal advice and other legal assistance to the General Counsel.

•                 Interpret contracts, laws, rulings and regulations for the General Counsel.

•                 Work cooperatively with Commercial, Environmental, Maintenance, Finance Departments to timely respond to contractual and other requests.

•                 Review and negotiate other contracts and legal instruments of the Company, specifically its efforts in the acquisition of technology (hardware and software), the purchase of core products (including gasoline) for resale, and the engagement of services and consultants, all without significant assistance or oversight.

•                 Work with the General Counsel in connection with litigation, arbitration and eDiscovery related to intellectual property matters, including, without limitation, cease and desist letters and responses to subpoenas and other discovery requests; reviews and comments on briefs and other court filings related to intellectual property matters.

•                 Work with General Counsel in connection with privacy and information security initiatives, including advising internal. departments on privacy compliance and risk.

Legal Counsel

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LUKOIL NORTH AMERICA LLC

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