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Eurotech Training Consultancy Recruitment Fadi Jawad

Understanding A-Z of Oil & Gas Contract Law and Petroleum Business Transactions

Understanding A-Z of Oil & Gas Contract Law and Petroleum Business Transactions

Understanding A-Z of Oil & Gas Contract Law and Petroleum Business Transactions

OBJECTIVES

  • A complete understanding of contract law fundamentals.
  • The skills required to become an accomplished negotiator and drafter.
  • An in-depth understanding of contracts, including international joint ventures pertaining to the Oil & Gas business.
  • Simulation exercises and real life case studies that will enhance focused knowledge of the dynamic world of petroleum business.

WHO SHOULD ATTEND?

  • Executives/Managers dealing with all types of Oil & Gas contracts
  • Legal officers & advisers to Oil & Gas companies
  • Finance Managers
  • Procurement Managers, Officers, Executives
  • Operations Director, Manager, Executives
  • Engineers involved in: Planning, Development & Facilities Management

COURSE OUTLINE

General introduction

  • Importance of contracts in the Oil & Gas business
  • Long term, high investment and high risk contracts in upstream & downstream sector

Essential and key elements of a Contract

  • Competence issues
  • Offer and acceptance
  • Consideration
  • Lawful object
  • Intention to create legal relationship
  • Free consent
  • Consensus ad idem
  • Discussion and simulation exercises

Process of formation of contract

  • Direct negotiation
  • Tendering or bidding
  • International competitive bidding
  • Documents in the formative process
  • A set of tender documents with draft contract will be provided
  • Parts of a contract and drafting Tips

Introduction of parties

  • Preamble
  • Definitions
  • Main body containing obligations and liabilities
  • Boiler Plate
  • Interactive discussion/exercise

Critical Contract Clauses and Related Issues

  • Duration
  • Participating interest
  • Committees
  • Work programme
  • Assignment or farmouts
  • Stability
  • Force Majeure
  • Termination
  • Applicable law
  • Settlement of disputes
  • A draft contract will be provided and participants are to carry on mock negotiation

Common pitfalls and dangerous phrases and exclusions and how to avoid the trap

  • Exclusion of liability
  • Exclusion of one own fault
  • Use of words and phrases such as notwithstanding
  • Without prejudice to, subject to, and such other terms and phrases encountered in contract documents

Risk Management through legal devices

  • Flexibility versus rigidity
  • Stability of the benefits accruing to the contractor
  • Grandfather clause
  • Insurance
  • Representations and warranties, guarantees
  • Hardship clause, material adverse effect

Indemnity and Release clauses

  • Indemnity
  • Liability limited by wilful misconduct and gross negligence and other exclusions
  • Limitation on Quantum of Liability
  • Damages Liquidated and Un-Liquidated
  • Interactive discussion and exercise

Understanding a contract document

  • Language to be plain and simple
  • Importance of heading and marginal notes
  • Rules of construction
  • Harmonious construction
  • Rules of interpretation
  • Interpretation simulation exercise

Contract law and negotiation

  • Cross cultural issues
  • Styles and techniques
  • Good faith negotiations
  • Documents during negotiation and their legal binding
  • Confidentiality Agreement
  • Term Sheet
  • Memorandum of Understanding
  • Letters of Intent
  • Interactive discussion/negotiation exercise
  • Applicable law and managing disputes

Applicable law

  • Legal environment in which contract operates
  • Constitution
  • Domestic law
  • Common law
  • Civil law
  • Islamic law
  • International law
  • Multilateral and bilateral treaties
  • Energy Charter Treaty
  • Proper Law of Contract
  • Law of Arbitration
  • Procedure of arbitration
  • Curial law of the venue of arbitration
  • Study of clauses found in petroleum contracts

Avoiding and managing disputes

  • Origin of disputes
  • Contractual issues
  • Factual issues
  • Change in circumstances
  • Preference to negotiate rather than litigate
  • Matters of principle
  • Policy matters

Modes of Dispute Resolution

  • Mediation
  • Conciliation
  • Arbitration
  • Ad-hoc and institutional arbitration
  • Venue of arbitration
  • Enforcement of award
  • Sovereign immunity and other problems of suing foreign governments
  • Interactive discussion/ exercise
  • Mock arbitration exercise

Enforcement proceedings

  • Identifying assets
  • Enforcement methods
  • Treaties
  • Local laws relating to enforcement
  • Problems in multiparty disputes

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