Details
OVERVIEW
The advanced nature of international oil and gas deals makes respective contracts a key link in the negotiation process chain. Errors and omissions in documents lead to tremendous extra cost for companies and endless disputes. Nothing is a better guarantee of a successful deal but a duly made and legally valid document!
Managers and legal staff are faced with a multitude of aspects and every one of them has importance in making international oil and gas contracts. To deal with that one has to monitor all recent developments to mitigate risks and secure target margin when the contract is performed. In this regard it is not only important to understand key and commonly used terms and conditions of international agreements but also be prepared to amend and alter those as needed.
This is a five-day workshop aimed at introducing you to the international oil and gas contracts. We discuss the structure of petroleum legislation and principals on which is based to provide fundamental understanding of the legal base for these contracts. During the course we will focus on details of upstream contracts as parties, rights and obligations, budgets, taxes, cost s recovering, dispute resolutions and others.
YOU WILL HAVE AN OPPORTUNITY TO:
- Gain knowledge of all current types of international upstream oil and gas contracts.
- Understand the legal principles of international oil and gas contracts.
- Consider the rights and obligations of the parties at each stage of contract.
- Understand how the different types of international contracts deal with the allocation of costs, production, revenues, and taxes.
- Identify and evaluate risks of contract conclusion.
- Explore the aspects of legal framework divergence when concluding contracts.
THE COURSE IS DESIGNED FOR
- Representatives of oil and gas companies, legal firms and contracting organizations.
- Top managers, representatives of legal, commercial, financial and supply departments.
- Lawyers, economists, financiers, contract managers, procurement specialists, as well as operating issues managers
Upon the completion of the course you will be issued the International Business House Certificate.
Outline
Introduction to Programme
Structure of Petroleum Legislation
- Constitution
- Tier One: Petroleum law
- Tier Two: Petroleum regulations/Ministerial decrees
- Tier Three: Ministerial decisions
- Other legislation
Principal Provisions of Petroleum Legislation
- Definition of petroleum
- Ownership of petroleum
- Delegation of legislative power
- Opening up of territory
- Type and scope of authorisation
- Procedure for applying for and awarding authorisation
Petroleum Authorisation Regime
- What is authorised
- Types of petroleum authorisation
- License
- Contract of work
- Types of contract of work
- Principal difference between exclusive license and risk
- Combined features of exclusive license and risk contract
Petroleum Field Life Cycle
- Overview of operations
- Phases
- Gaining access
- Exploration
- Appraisal
- Development
- Production
- Decommissioning
- Post-decommissioning
Confidentiality Agreements
- Common law duty of confidence
- Minera Aquiline Agentina v IMA Exploration
- Defining confidential information
- Restrictions on use
- Exemptions
- Affiliates
- Return and/or destruction of information
- Non-circumvention
- Specific confidentiality agreement
- Provisions/issues
Area of Mutual Interest Agreements
- Objective
- Specific area of mutual interest
- Agreement provisions/issues
Joint Bidding Agreements
- Purpose
- Specific joint bidding agreement provisions/issues
Petroleum Authorisations
- Standard form
- Impact on joint operating agreement
- Participating interest of the contract parties
- Sequence of events
- Scope
- Term
- Relinquishment
- Minimum work obligations
- Work programmes and budgets
- Contractor’s obligations
- Right to occupy land
- Monitoring & reporting
- Notification of discovery
- Assessing a discovery, declaration of commerciality and development approval
- Recovery of costs and sharing of production
- Fiscal regimes
- Exchange & remittance
- Employees
- Bonuses
- Other set costs and fees
- ‘Market Price’
- Management committee
- Import/export
- Book-keeping, accounts, and records
- State back-in rights
- Assignment
- Liability and insurance
- Termination
- Confidentiality
- Public announcements
- Applicable law
- Dispute resolution
- Force majeure
- Stabilization clauses
Joint Operating Agreements
- Introduction
- Terminology
- Rules of law governing relationship
- Form of joint operating agreement
- Scope
- Interests of the Participants
- Relationships of the Participants
- Operator
- Selection
- Appointment
- Role of the State
- Removal
- Resignation
- Duties of the Operator
- Liability of the Operator to Non-Operators
- Relationship between the Operator and Non- Operators
- Rights of the Participants
- Operating committee
- Work programmes and budgets
- Sole risk and non-consent operations
- Assignment
- Encumbrances
- Default
- Right to and obligation to take production entitlement
- Force majeure
- Duration and termination
- Publicity
- Corrupt practices
- Dispute resolution
Unitisation Agreements
- Petroleum in situ
- Rule of capture
- Introduction to unitisation
- Legal and contractual framework
- Method of unitization
- Unit area
- Determination of tract and unit interests
- Redetermination
- The operator
- Decision making
- Non-unit operations
- Default
- Termination
- Assignment and transfer
- Withdrawal
Drilling contracts
- Typical scenario, identity rig and area of operation
- Commencement and term
- Contractor’s general obligations
- Operator’s obligations
- Contractor’s equipment
- Operator’s equipment
- Contractor’s personnel
- Offshore transport
- Rates
- Liability and indemnity
- Environmental, health and safety
- Assignment
- Sub-contract
- Termination
- Taxes, duties, and levies
Risk Allocation (service contracts)
- General
- Standard of care and other levels of performance
- Exclusion clauses
- Exemption clauses
- Limitation of liability clauses
- Indemnity clauses
- Simple
- Mutual
- Back-to-back
- Default
Farm-Out Agreements
- Pre-emption
- Consents
- Effective date
- Consideration
- Percentage interest acquired
- Interest acquired
- Transfer
- Representations and warranties
- Default
Sale of Interest Agreements
- Types of interest
- Assumption of liabilities
- Dates
- Conditions precedent
- Consideration
- Completion mechanics
- Failure to complete
- Material adverse change
- Adjustments
- Representations and warranties
- Carried Interest Agreements
- Overriding Royalty Interest Agreements
- Net Profit Interest Agreements
Closing Comments
Speaker/s
COURSE INSTRUCTOR
The Lecturer is Managing Partner of a boutique legal consultancy firm focused on providing commercial, corporate, regulatory and negotiation advice to companies operating in the international oil & gas sector.
Prior to establishing private consultancy firm he has been a partner at the London office of global law firm Morgan Lewis & Bockius, and of-counsel for another global firm, Milbank, Tweed, Hadley & McCloy. He founded and managed law practices on behalf of a joint venture of law firms Dewey Ballantine and Theodore Goddard, in the Czech Republic, Hungary and Poland.
The Lecturer has also practised law as an in-house counsel (General Counsel of Guinness plc and, subsequently, Diageo plc.) and as a partner with a merchant bank (Babcock & Brown Limited). At Guinness/Diageo he assumed worldwide functional responsibility for the management of all legal affairs, across 202 jurisdictions, coordinating a staff of 119 people spread through 15 offices across the world, and was responsible for planning and implementing the $38bn merger of Guinness Plc with Grand Metropolitan Plc to form Diageo Plc, the world's largest food and drinks company.
He has advised on exploration, development, production, supply and sales activities in the oil, gas and minerals sectors; gas, coal and alternative source electrical power generation projects; gas pipeline and other natural resources sector related infrastructure projects. He has also been actively involved in joint ventures, joint operating agreements, strategic alliances, licensing arrangements, farm-in and farm-out agreements, off take and lifting agreements, royalty agreements, abandonment agreements, service agreements, transport agreements, the acquisition, disposal and financing of interests in the natural resource sector, and natural resource assets, and in capital raising activities and direct foreign investment in the natural resources sector.
The Lecturer was a member of the faculty at the Centre for Energy, Petroleum, and Mineral Law and Policy at the University of Dundee, and a part-time lecturer at the University of Aberdeen. Globally, he has presented numerous papers and conducted workshops in the fields of natural resources law, joint ventures and joint operating agreements and negotiation skills. His academic interests lie in the intersection of law and business, where he has concentrated on joint ventures/joint operating agreements and negotiation. He is a member of the Australian Mining and Petroleum Law Association, Energy Law Association Inc. (New Zealand), International Bar Association Section on Energy and Natural Resources Law, Rocky Mountain Mineral Law Foundation, and United Kingdom Energy Lawyers Group.
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