training specialists to the upstream oil and gas industry

Oil and Gas Contracts and Negotiations

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Course overview

The course is a comprehensive, interactive program providing the necessary understanding, familiarity  and skills to negotiate key contracts commonly used in the oil and gas industry throughout the typical project lifecycle from the pre exploration phase through to abandonment.

The course will commence with an introduction to and the development of key commercial structures utilised within the the oil and gas industry. Attendees will appreciate the attributes of various joint venture, government and project related arrangements. The key terms will be reviewed from the perspective of risk management, commercial success and alignment of purpose.  In each case strategic objectives, rights and responsibilities of the various parties will be reviewed.

The program will enable participants to appreciate the different  types of commercial structures throughout the supply chain such as joint ventures, strategic alliances, drilling supply, equipment leases, engineering services supply, construction arrangements, product sales agreements, joint acreage bidding agreements, unitisation agreements, production sharing arrangements, joint marketing arrangements, transportation agreements, processing arrangements, third party access arrangements and project financing arrangements. In each case examining their function and key commercial attributes. The perspectives of International Oil Company’s (IOC), National Oil Company’s (NOC), Host Governments and Contractors will be considered and particular attention will be given to the strategic objectives of counterparties, IOC / NOC relationships and the key drivers of the counterparties.

Participants will review key contracts used during the exploration phase including joint bidding agreements, joint venture operating agreements, petroleum exploration contracts (with host governments), drilling contracts and seismic contracts.

From the development and production phase participants will review the production sharing contract, typical construction contracts including engineering, procurement, construction and management contracts (EPCM) and build own operate agreements (BOO).  In addition the commercial principles and key terms of unitisation agreements, joint marketing agreements, oil sales agreements, gas sales agreements, oil and gas processing agreements, gas transportation agreements, abandonment provisions and third party access agreements will be reviewed. Other important arrangements covered are floating production and offloading system lease agreements as well as project financing agreements.

The program will also include strategic alliances between oil and gas companies and service providers used in the industry to share the benefits derived from construction and operating efficiencies. Common features of alliance structures and their optimal uses, including both benefits and shortcomings will be considered.

Other commonly used commercial arrangements that affect the value of hydrocarbons and the fiscal take for the participants such as product transfer pricing will also be covered. These arrangements are particularly important in the case of LNG projects.

The program will focus considerable attention on  the Joint Venture (JV) given its is the primary contractual relationship between operating oil and gas companies used in international oil and gas operations. Participants will appreciate why they are used, the different types of JV, how they are formed and negotiated, participant selection criteria, partner responsibilities, rights and liabilities, the role of the Operator and non Operator. Participants will review in detail key terms of a Association of International Petroleum Negotiators (AIPN) JV Operating Agreement (JVOA).

The various alternatives and procedures for conflict resolution will be covered for the various contractual arrangements including legal litigation and arbitration.

The program will be delivered as combination of hands on exercises, case studies and industry based scenarios. Participants will be introduced to a range of negotiation strategies that may be used to secure suitable commercial outcomes and have the opportunity to negotiate the terms of a joint bidding agreement, the important terms of JOA, a resource unitisation agreement, a floating production and offloading system lease agreement and a gas sales agreement and a third party access agreement.

The course is designed for

  • Project Managers
  • Business Developers
  • Exploration Managers
  • Commercial Managers
  • In house Council
  • Country Managers or Directors
  • Business Development Managers
  • New Ventures Managers
  • Personnel involved in negotiating commercial arrangements across the oil and gas development cycle
  • Other personnel, including non-technical, that need to improve their understanding of oil and gas contracts and commercial agreements

Course outline

  • JVOA administration, cost control, cash calls, reporting, product marketing, carried interests and joint venture financing
  • Government petroleum exploration and production contracts
  • Drilling contracts and seismic contracts.
  • Engineering, procurement, construction and management contracts (EPCM)
  • Build own operate agreements (BOO)
  • Unitisation agreements
  • Joint marketing agreements
  • Oil sales agreements and gas sales agreements
  • Oil and gas processing agreements
  • Gas transportation agreements
  • Third party access agreements
  • Floating production and offloading system lease agreements
  • Project financing agreements
  • Strategic alliances between oil and gas companies and service providers
    • Value sharing from construction and operating efficiencies
    • Common features of alliance structures
    • Benefits and shortcomings
  • Product transfer pricing arrangements
  • Conflict resolution procedures and options - legal litigation and arbitration.
  • Negotiation strategies and commercial negotiation
  • Introduction key commercial structures and their development
  • Strategic objectives of IOC’s, NOC’s and Contractors
  • The balance between commercial success, alignment of purpose and risk management
  • Contractual regulatory trends in the Oil & Gas industry
  • Competition and free market issues
  • The changing roles of the IOC and NOC
  • The impact of the current oil price environment on contracting strategies
  • A summary of key contracts across typical project life cycle
  • Exploration phase joint bidding agreements
    • Formation and negotiation
  • Joint venture operating agreements (JVOA’s)
    • Types of Joint Ventures
      • Incorporated joint venture
      • Unincorporated joint venture
      • Marketing alliance
    • The Role of Joint Ventures in the Oil & Gas Industry
    • Joint venture formation considerations
      • Joint ventures operating principles
      • Role of operator
      • Responsibilities and liabilities
      • Partner selection criteria
      • Key elements for  successful joint ventures
      • Negotiating and setting up joint ventures
  • JVOA key terms (AIPN agreement review)
      • Operator and non-operator rights and responsibilities
      • Transition through project life cycle – exploration, appraisal and development
      • Sole risk and non-consent provisions
      • Notices, defaults remedied and penalties
      • Voting provisions
      • Force majeure
      • Governing law
      • Assignment
      • Pre emption
      • Abandonment


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Upon request       Ian Tchacos  Make enquiry

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