INTRODUCTION

This 10-day Oil and Gas Contracts training course will provide participants with comprehensive understanding of the full spectrum of oil and gas contracts.  It is a highly interactive training course covering the key legal and commercial aspects of these contracts and the inherent risks in the different types of contracts. Participants will learn how to deal with negotiating, drafting and administrating these contracts in the oil and gas and marine sectors. Further we will also focus on the pros and cons of the different types of contracts and the suitability of each one for your specific needs. We delve into specific contracts like Production Sharing Contracts (PSC), Licensing and Concessions used in upstream operations and EPCIC (Engineering, Procurement, Construction, Installation & Commissioning) Contracts, EPCM and Alliance contracts used for complex offshore and onshore projects.

Understanding the allocation of risk by mastering the ins and outs of these contracts will prove to be a valuable tool in driving effective contracting strategies to minimise risks and liabilities. Further, in this training course participants will also enhance their knowledge and raise their awareness of best practices in managing the supply chain process which culminates in the awards of these contracts to the right party. Participants learn to appreciate how best to deal with the ripple effects of major disasters by looking at case studies like the Deep Water Horizon – Macondo Blowout and the lessons learned from that episode. Limiting of liabilities with contractual provisions like knock for knock indemnities and other contractual clauses to mitigate risk exposure in oil and gas contracts.

Oil and Gas Contracts training course is specifically designed to provide participants with a well-tested and practical guide on:

Major types of oil and gas contracts and the key clauses to master

Evaluate different contracting strategies and their inherent risks, liabilities and benefits

Fully appreciate the legal and commercial risks and how best to manage these risks

Appreciating the main aspects of upstream contracts like Production Sharing Contracts, Concessions and Licenses

Putting EPCIC contracts in the context of the different models of EPC Contracts

Comparing the EPC contracts with EPCM and Alliance Contracts and knowing their benefits and disadvantages

The challenges of EPCIC lump sum contracts and the ways to manage cost over-runs

Structuring the contract to address the issues of the several parties to the contract to ensure a positive project outcome

Pros and Cons of the split EPCIC contract form

Insights into the current issues affecting oil and gas contracts like pollution, HSE and local content

Best practice in supply chain management

International dispute resolution frameworks

Negotiation Strategies and Negotiation Techniques to help you become a better negotiator of contracts and contractual claims resolution

Objectives

At the end of this 10-Day Oil and Gas Contracts training course, participants will:

Appreciate the uses of various types of oil and gas contracts

Identify, assess and manage key contractual risks

Understand fully the EPCIC contracts and assess operational, commercial, legal and financial risks

Compare the difference between EPCIC, EPCM and Alliance contracting methods

Appreciate the essential elements of the different contract stages from pre to post tender then on to completion and delivery of project

Address key issues faced during project lifecycle and how to tackle these through enforceable contractual clauses

Avoiding pitfalls and ambiguous contractual terms

Evaluate the most appropriate way to dispute resolution

Perform more confidently in negotiations

DAY 1

Introduction to Oil and Gas Contracts, Licencing and Production Rights

Principal Licensing and Contractual Arrangements

Upstream and Downstream Contracting

Financing in the International Oil & Gas Industry

Specific Risks in Upstream & Downstream Contracts

Sale and Purchase and Transportation Agreements

Contractual Claims and Resultant Disputes

The Role of Negotiation Strategies in Dispute Avoidance under Oil & Gas Contracts

DAY 2

Emergence of New Contractual Arrangements

The Modern Concession Contracts

The Production Sharing Contracts

Participation Agreements and Joint Operation Agreements (JOA)

Service Contracts, Pure Service Contracts, Risk Service Contracts

Environmental Impacts in the Context of Protection Policies and Requirements

Regulatory Framework, Institutional Factors and Infrastructure

Comparative Analysis of the Different Contract Forms

DAY 3

Stabilisation Clauses and International Petroleum Agreements

Stabilisation Clauses Defined

Typology of Stabilisation Clauses

Validity and Efficacy of the Stabilisation Clause

Stabilisation Clauses and the National and International Law

The Re-negotiability of International Petroleum Agreements: Stability vs. Flexibility

The Triggering Events for Renegotiation

DAY 4

Key Contractual Issues & Risk Allocation in Oil and Gas Contracts

Liabilities & Exclusion and Limitation

Indemnity and Exclusion Clauses: Why the need?

Distinctions and Definitions: Indemnity vs. Exclusion vs. Limitation

Mutual Hold Harmless – The ‘knock for knock’ regime

Forms of Exclusion Clauses (and why it matters) Common Carve-outs

Performance & Penalties

Termination Clauses and Right to Terminate

Force Majuere, Change in Law and other Disputes

DAY 5

Methods of Dispute Resolution under Cross Border / International Agreements

Arbitration & Mediation – Important Differences

Mediation and Conciliation, Adjudication, Dispute Boards – save time and costs

Enforcement of International Arbitration Awards under the New York Convention

Contemporary Developments in Case Law and Legislation

Module 2: EPCIC Contract Management in Offshore & Marine

DAY 6

EPCIC Overview, Legal Framework & Contract Structure and Risk Allocation

EPCIC, EPC. EPCM Contract Structure and Strategy

Legal formation of contracts

Maximizing Parties’ Rights and Interests

Contractor’s Single Point of Responsibility and Its Effects on Parties

Fixed Price Lump Sum Contracts

Split Contract Structures to Minimize Tax and Legal Exposure

EPCIC used in Shipbuilding Contracts for “Floaters” and Floating Platforms

Collaborative Contract Strategies to Avoid the “Blame Game”

DAY 7

Tender Process Leading to an EPCIC Contract

Legal, Technical and Commercial Pre-qualification of Tenderers

Best Practices in Tender Evaluations and Selection of Tenderer

Important of Scope of Work and Specifications and Terms and Conditions

Exceptions – What to accept and what to deny

Finalising Tender Negotiations & Award

LOI and LOA Essential Terms and Legal Effects

Exercise on the Selection Process and Main Elements to Ensure a Successful Tender Exercise

DAY 8

Negotiating Essential Contractual Terms of EPCIC Contracts

Identifying Critical Issues in the Project Life-cycle

Managing Cost Impact Clauses like Delay, Price Fluctuations

Changes in Law and Regulations in Host Country & Stabilization Clauses

Political Risk Insurance

Force Majeure & Termination for Cause and without Cause

Negotiating Essential Contractual Terms of EPCIC Contracts

DAY 9

Essential Aspects of Risk Management Strategies

Design, Technology & Process Risk

Procurement & Specification risk

Variations and Cost Impact

Payment and Multi- currency Contracts

Indemnities and Other Liabilities, MAC Clauses, HSE

Delay, Liquidated Damages and Extensions of Time (EOT)

Completion and Testing & Effects of Acceptance

Using Contractual Clauses to Manage Liabilities and Risks

DAY 10

Contract Completion – Critical Issues

Acceptance of Punch List of Defects – What is the effect?

Passing of Tile and Risk – Safety & Insurance

Dealing with Disputes – Considering the Different Options

Effective dispute resolutions in EPCIC contracts; i.e. negotiations, mediation, arbitration, litigation

Warranties and Guarantees

Passing of Intellectual Property Rights

Defects – Exculpatory Clauses

Discussion on Issues Participants have Faced and How It was Handled