Petroleum Legal & Contracts Series
- Type
Training - Training Code
PST0158 
Course Overview
International petroleum transactions occur within a complex legal environment that governs what
petroleum companies, host governments and service companies can do and cannot do. It also interprets and enforces many of their promises in the agreements. Petroleum professionals often lack the understanding of what makes up this legal environment and how it can have an impact on their work.
petroleum companies, host governments and service companies can do and cannot do. It also interprets and enforces many of their promises in the agreements. Petroleum professionals often lack the understanding of what makes up this legal environment and how it can have an impact on their work.
This course is designed to give participants an understanding of the petroleum legal fundamentals. Topic ranges from the principles that apply to interpreting and enforcing their agreements, to the procedures for resolving their disputes, to addressing interpretational issues posed by common contract provisions.
The course will allow participants to identify confidently potential legal problems, to address them before they become serious, and to facilitate the smooth interaction between oil and gas professionals, host government representatives, and their lawyers. Course participants will then review various agreements that are entered with their organizations.
Course Objectives:
- GET the insight how the legal system in the Petroleum industry works
- LEARN how the vital contracts in the Petroleum industry works
- GAIN knowledge of petroleum law frameworks and how they can foster oil and gas activity
- REVIEW petroleum contract structures that hose governments and oil companies use to grant petroleum rights and govern petroleum activities
- ANALYSE key petroleum agreements relating to exploration, development and marketing of oil and gas
- UNDERSTAND various contract clauses, breach, termination and disputes
This program is intended for,
• Procurement Managers & Executives
• Contract Managers & Executives
• New Legal Managers & Executives
• Commercial Managers & Executives
• Business planners & Development Managers
• Project Managers & Executives
• Risk Managers & Executives
PLUS anyone who is in need of a good understanding the oil & gas legal environment
Course Outlines
Essential Petroleum Legal for Non - Legal Professionals
18-20 June 2012
DAY 1
Module 1
The Legal Requirements of a Contract
The offer and acceptance
Consideration
Legality
Impact of the sovereign laws in the jurisdiction
Exercise: Forming a wellhead services agreement
The offer and acceptance
Consideration
Legality
Impact of the sovereign laws in the jurisdiction
Exercise: Forming a wellhead services agreement
Module 2
Ownership of Mineral Rights
The Legal Nature of Oil & Gas Ownership
Territorial Regimes
• Treaties Sovereignty
• Maritime Boundaries
• Joint Development Zones
The Legal Nature of Oil & Gas Ownership
Territorial Regimes
• Treaties Sovereignty
• Maritime Boundaries
• Joint Development Zones
Rights of Mineral Development within a State
• Private vs. Sovereign Ownership
• Unitization across International Boundaries
• Private vs. Sovereign Ownership
• Unitization across International Boundaries
Module 3
Host Government Petroleum Law Regimes:
Petroleum Law & Regulations
• State Property in Petroleum
• Competent Authority
• Petroleum Operations
• Petroleum Agreements
• Petroleum Licensing
• Fiscal and Financial Regime
• Assignment of Rights
• Regulations
• Land Use
• Qualifications, Duties and Right of Rights Holder or Contractor
• Taxation of Profits
• Other Taxes, Duties and Exchange Controls
• Fiscal Stabilization
• Environmental Protection and Safety
• Miscellaneous Provisions
Petroleum Law & Regulations
• State Property in Petroleum
• Competent Authority
• Petroleum Operations
• Petroleum Agreements
• Petroleum Licensing
• Fiscal and Financial Regime
• Assignment of Rights
• Regulations
• Land Use
• Qualifications, Duties and Right of Rights Holder or Contractor
• Taxation of Profits
• Other Taxes, Duties and Exchange Controls
• Fiscal Stabilization
• Environmental Protection and Safety
• Miscellaneous Provisions
Module 4
Host Government Contracts
Types of Host Government Contracts and their Key
Types of Host Government Contracts and their Key
Attributes
• Concessions and Licenses
• Production Sharing Agreements
• Joint Ventures
• Service Contracts
• Hybrid Systems
• Concessions and Licenses
• Production Sharing Agreements
• Joint Ventures
• Service Contracts
• Hybrid Systems
Common Elements of Host Government Contracts
• Scope, Duration and Grant of Rights
• Minimum Work Obligation (MWO), Work
• Scope, Duration and Grant of Rights
• Minimum Work Obligation (MWO), Work
• Programme and Guarantees
• Relinquishments
• Declaration of Commercial Discovery
• Joint Management Committee
• Cost Recovery, Expenses and Production Shares
• Taxes and Bonus
• Protection of the Environment
• Declaration of Commercial Discovery
• Joint Management Committee
• Cost Recovery, Expenses and Production Shares
• Taxes and Bonus
• Protection of the Environment
Review of Sample Host Government Contracts
• Concession Agreement
• Association Contract
• Production Sharing Contract
• Buyback Agreement
• Concession Agreement
• Association Contract
• Production Sharing Contract
• Buyback Agreement
DAY 2
Module 1
International Practice
• Value of International Practice
• International Practice Review
• Selected International Practice Review Issues
• Value of International Practice
• International Practice Review
• Selected International Practice Review Issues
Award System
• Public International Bidding
• Restricted Invitation Bidding
• Direct Negotiation
• Public International Bidding
• Restricted Invitation Bidding
• Direct Negotiation
Module 2
EPC Contracts & Operations
• The Authority to Contract - Apparent versus Actual
• Who has the authority?
• The impact of ratification
• Buy-side and sell-side authority issues
• Preventing the mis-use of authority and other process considerations
• The Authority to Contract - Apparent versus Actual
• Who has the authority?
• The impact of ratification
• Buy-side and sell-side authority issues
• Preventing the mis-use of authority and other process considerations
Module 3
Joint Development & Operations
• Confidentiality Agreements
• Joint Bidding
• Farmout and Participation Agreement
• Unit Agreement
• Joint Venture Agreements and Joint Operating Agreement
• Model Forms of Operating Agreements
• Operation's Duties and Liabilities
• Cost Obligations
• Sole Risk Obligations
• Confidentiality Agreements
• Joint Bidding
• Farmout and Participation Agreement
• Unit Agreement
• Joint Venture Agreements and Joint Operating Agreement
• Model Forms of Operating Agreements
• Operation's Duties and Liabilities
• Cost Obligations
• Sole Risk Obligations
Module 4
Drilling Contracts
Product Marketing
• Crude Oil Marketing Agreement
• Natural Gas Marketing
Product Marketing
• Crude Oil Marketing Agreement
• Natural Gas Marketing
DAY 3
Module 1
Issues involving Acquiring & Diverting Oil & Gas Properties
• Sales Process
• Describing the Assets
o Confidential Information Memorandum
o Data Room - Physical and Virtual
o Divestment Bid Program Vs Direct Negotiation
o Process Protocol
• Sales Process
• Describing the Assets
o Confidential Information Memorandum
o Data Room - Physical and Virtual
o Divestment Bid Program Vs Direct Negotiation
o Process Protocol
• Due Diligence
o Reservoir Engineering
o Facilities
o Title
o Environmental
o Reservoir Engineering
o Facilities
o Title
o Environmental
• Agreement of Purchase and Sale - Asset Transaction
• Agreement of Purchase and Sale - Share Transaction
• Joint Venture Issues
o Operatorship
o Consents to Transfer
o Rights to First Refusal
o Accounting Adjustments
• Agreement of Purchase and Sale - Share Transaction
• Joint Venture Issues
o Operatorship
o Consents to Transfer
o Rights to First Refusal
o Accounting Adjustments
Module 2
Consideration and Substitutes
• What is consideration?
• Using the substitutes for consideration
• The impact of lacking consideration
• Consideration in the change order process
• What is consideration?
• Using the substitutes for consideration
• The impact of lacking consideration
• Consideration in the change order process
Module 3
Default, Breach and Termination
• What is a default?
• Material and immaterial breach
• The effective method of curing a breach and terminating
• Understanding the residual rights after termination
• What is a default?
• Material and immaterial breach
• The effective method of curing a breach and terminating
• Understanding the residual rights after termination
Module 4
Dispute Resolution in International Petroleum Transactions
• Dispute Resolution Mechanisms
o Litigation
o Arbitration
o Mediation
o Expert Determination
o Consideration for Choice of Method
• Dispute Resolution Mechanisms
o Litigation
o Arbitration
o Mediation
o Expert Determination
o Consideration for Choice of Method
• Enforcement
• Sovereign Immunity and Other Problems of Suing Foreign Government
• Sovereign Immunity and Other Problems of Suing Foreign Government
Essential Petroleum Risk Management
21-22 June 2012
DAY 4
Module 1
Contract Risk Management System and Contract Review System
• Sources of risk - contractual and marketplace
• Risk management techniques
• Understanding the relationship between risk and cost
• Risk profiles and contract summaries as effective contracting tools
• Types of risk - liability, financial, stability and reputation
• Integrating a holistic risk management process into commercial relations
Exercise: How to created a contract risk management system
• Sources of risk - contractual and marketplace
• Risk management techniques
• Understanding the relationship between risk and cost
• Risk profiles and contract summaries as effective contracting tools
• Types of risk - liability, financial, stability and reputation
• Integrating a holistic risk management process into commercial relations
Exercise: How to created a contract risk management system
Module 2
Contract Risk Management System and Contract Review System
• Key risk provisions
• Conducting a terms audit to mitigate risk
• Integrating contract automation tools into the risk management solution
• Governance and compliance in contracting processes
• The importance of effective communication strategies and maanging risk
• Defining roles and accountabilities in managing contractual risk
Exercise: How to reviews contract risk and manages it
• Key risk provisions
• Conducting a terms audit to mitigate risk
• Integrating contract automation tools into the risk management solution
• Governance and compliance in contracting processes
• The importance of effective communication strategies and maanging risk
• Defining roles and accountabilities in managing contractual risk
Exercise: How to reviews contract risk and manages it
Module 3
Classical Contract Templates
• Master services agreements
• On-site maintenance services
• Professional services
• Engineering and Construction services
• Outsourcing services
• Software license agreements
• Purchase Orders
• Master purchase agreements
• Equipment leasing and rental agreements
Exercise: How to build a contract portfolio
• Master services agreements
• On-site maintenance services
• Professional services
• Engineering and Construction services
• Outsourcing services
• Software license agreements
• Purchase Orders
• Master purchase agreements
• Equipment leasing and rental agreements
Exercise: How to build a contract portfolio
Module 4
Classical Contract Templates
• Bailment and consignment agreements
• Confidentiality agreements
• Memos of understanding and letters of intent
• Sales Distribution contracts
• Bidding contracts
• M&A contracts
• Provisions related to China's Anti-monopoly laws
• Provisions related to FCPA, Bribery Act, the Law Against Unfair Competition of the Peoples Republic of China
Exercise: How to integrate contract templates into an effective program
• Bailment and consignment agreements
• Confidentiality agreements
• Memos of understanding and letters of intent
• Sales Distribution contracts
• Bidding contracts
• M&A contracts
• Provisions related to China's Anti-monopoly laws
• Provisions related to FCPA, Bribery Act, the Law Against Unfair Competition of the Peoples Republic of China
Exercise: How to integrate contract templates into an effective program
DAY 5
Module 1
Contract Life-Cycle Management
• Contract Development
• Understanding and integrating business strategies
• Identifying and prioritizing business strategies
• Developing the key performance indicators
• Contract Drafting
• Ensuring clarity dominates the document
• Drafting the statement of work
• Drafting the service level agreement
Exercise: How a global professional services enterprise has achieved exellence in contract development and drafting
• Contract Development
• Understanding and integrating business strategies
• Identifying and prioritizing business strategies
• Developing the key performance indicators
• Contract Drafting
• Ensuring clarity dominates the document
• Drafting the statement of work
• Drafting the service level agreement
Exercise: How a global professional services enterprise has achieved exellence in contract development and drafting
Module 2
Contract Life-Cycle Management
• Contract Negotiation
• Negotiation strategies
• Negotiation tactics
• Price negotiations
• Contract Management
• Managing the change order process
• Mitigating and resolving disputes
• Closing out the contract
Exercise: How a multinational technology services company has created a competitive advantage through their negotiations and contract management
• Contract Negotiation
• Negotiation strategies
• Negotiation tactics
• Price negotiations
• Contract Management
• Managing the change order process
• Mitigating and resolving disputes
• Closing out the contract
Exercise: How a multinational technology services company has created a competitive advantage through their negotiations and contract management
Module 3
Corporate Strategic Projects Contract Management
• Managing project risk through contracts
• Complex projects and multiparty agreements
• Balancing tactical interests against strategic concerns
• Refreshing the project ROI throughout the contract lifecycle
• Managing attrition rates of key contract personnel
• Creating a contracting office to enable strategic project success
Exercise: How a public-sector enterprise failed to manage a strategic project and the related contracts
• Managing project risk through contracts
• Complex projects and multiparty agreements
• Balancing tactical interests against strategic concerns
• Refreshing the project ROI throughout the contract lifecycle
• Managing attrition rates of key contract personnel
• Creating a contracting office to enable strategic project success
Exercise: How a public-sector enterprise failed to manage a strategic project and the related contracts
Module 4
Corporate Strategic Projects Contract Management
• Fostering trust and innovation throughout the contract lifecycle
• Avoiding scope creep during the project
• Keeping the SOW's and SLA's current
• Ensuring the KPI's are aligned for project success
• Managing disputes and preventing project catastrophes
• The impact of communication strategies in strategic projects contract management
Exercise: How a consumer products company has effectively managed project risk through effective contract management
• Fostering trust and innovation throughout the contract lifecycle
• Avoiding scope creep during the project
• Keeping the SOW's and SLA's current
• Ensuring the KPI's are aligned for project success
• Managing disputes and preventing project catastrophes
• The impact of communication strategies in strategic projects contract management
Exercise: How a consumer products company has effectively managed project risk through effective contract management
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