You do not need to have legal background to attend this course.

Introduction

• The Reasonable Man Test
• Managing contracts
• Common law v civil law system
• Consideration – sufficiency in common law
• Territorial delimitation and hydrocarbons resources
  
  
  • dispute resolution
  • mediation
  • arbitration
• Due diligence
• Seek appropriate Contractual Safeguards
  
  
  • force majeure
  • indemnity clause
• The 4 Regimes governing relationships
  
  
  
  • Licences
  • Concessions
  • Production sharing agreements (PSA)
  • Service contracts

Upstream Joint Ventures

• joint bidding agreements + joint operating agreements
• key features of joint operating agreements
• leaving the joint venture
  
  
  • withdrawal & default
  • transfers & pre-emption rights
• lifting and disposal
• abandonment & decommissioning
• force majeure

Downstream Consumption

• gas sale & purchase agreements (GSA)
• different types of GSA with key distinguishing characteristics
  
  
  • means of bringing gas to market
  • responsibility for pipe line transportation
  • depletion and term-supply contract
• parties to GSA
  
  
  • multiple sellers and / or buyers
• conditions precedent
  
  
  • obtaining all necessary government approvals
• GSA start date
• late start
• gas supply period
• terms extension
• delivery pressure & control of gas flow
• reserve assurances under GSA
• seller’s reservations
• contract quantities
• daily contract quantity
• annual contract quantity
• maximum daily contract quantity
• excess gas
• take-or-pay
• carry forward
• make-up gas
• shortfall and its remedies
• exclusions from shortfall
  
  
  • gas not taken by buyer
  • force majeure
  • buyer’s acts or omissions
• seller did not comply with agreed quality specification
• notify any off-specification gas
• gas price negotiations
  
  
  • lower and higher gas price
• price review clauses
• nominations – contractual quantities of gas
• variations
• forecasts
• undertake and overtake
• measurement and testing
• invoicing and statements
• late payment or failure to pay
• payment disputes
• Force Majeure e.g. acts of God & natural disasters
• termination
• facilities and maintenance
• definitions and interpretation provisions
• assignment and transfers
• liability and indemnities
• conduct of claims
• duty to mitigate losses
• insurance
• confidentiality
• governing law
• dispute resolution and arbitration
• expert determination
• representations and warranties
• sovereign immunity
• application of terms implied by domestic laws or international
• Conventions

Boilerplate provisions

• entire agreements
• time of the essence
• costs
• relationship of parties and exclusion of partnership
• further assurance
• third party rights (or exclusion thereof)
• public announcements
• waivers
• invalidity and severability
• variations
• notices

Applicability of Contractual Legal Principles

• making a valid contract
• misrepresentations
• terms of contract – conditions, warranties and complex terms
• enforcing the contract
• remedies available for breach of contract
• consequences of frustration