INTERNATIONAL OIL AND GAS CONTRACTS AN DEAL MAKING Training Course Course Language Course Duration Course Objectives INTERNATIONAL OIL AND GAS CONTRACTS AN DEAL MAKING English Dates: June 7, 8, 9 Days: 3 days – Sunday- Tuesday Time : 7:30 am – 2:30pm Venue : Oryx Rotana The shifting geopolitical climate, economic changes, and technological developments within the oil and gas industry are having a considerable impact on the regulations, laws, and contracts within this sector. Due to these accelerating factors, professionals of the oil and gas industries are more than ever required to know and understand the regulations and practices governing their industry. This requirement extends not just to lawyers, but to non-legal industry professionals such as geologists seeking out new mining sites, engineers planning the drills, and those responsible for drawing up commercial contracts, who all need to continually refresh their understanding and to know the legal technicalities affecting their industry. However, knowledge of the black letter law is no longer enough; a practical understanding of operations is also a necessity. During this training, delegates will acquire the fundamentals of upstream international oil and gas agreements, along with negotiation deal making techniques and strategies that work in international and multicultural settings. Delegates will also learn how to effectively negotiate in concert with counsel and how to get the terms negotiated incorporated into an enforceable international oil and gas agreement. The hands-on practical exercises will give you an understanding of the art of negotiations. Delegates will understand the components of “the deal”, timing, strategies for gaining the upper hand in negotiations, games opponents play, good vs. bad negotiations and the pitfalls of positional bargaining. After attending this course, delegates will be better equipped to negotiate profitably with international companies and governments in order to enforceable agreements that contain terms and conditions most productive for their company. 1 Course Key Topic Area Includes: Course Content 1) THE LEGAL FRAMEWORK AND CONTRACT LAW I • The English Legal System including sources of law • Mandatory elements of a legally enforceable contract • English contract Law: contract formation • Terms and conditions • English contract Law: contract terms • English contract Law: interpretation of contract terms • English contract Law: assessing available remedies for breach of contract • Rescission • Compensatory damages • Consequential and incidental damages • Liquidated damages • Specific performance • Injunctive Relief 2) This part focuses on typical upstream contractual arrangements in the oil and gas business. It concentrates on negotiating, reviewing, and how to avoid common contractual pitfalls. International Oil & Gas Industry and its Key Players • Terminologies & Introduction to the oil Industry • Nature of Ownership in Oil and Gas; The Law of the Sea and Sovereignty over Natural Resources • Structure Used in Regulating the Oil and Gas Industry • Infrastructure development • Boundary disputes • Host country legislation INFRASTRUCTUR FUNDAMENTALS OF OIL AND GAS CONTRACTS • Characteristics of oil and gas contracts • The contractual process • Commercial realities of the oil and gas business • Drafts and drafting • Enforcement • Fundamental legal principles • Cultural and language issues FUNDAMENTAL LEGAL PRINCIPLES AGREEMENT WITH RESOURCE HOLDERS • Leases • Concessions o Licensing o Unit Operating Agreement/Unitization • Production Sharing Agreements (PSA) • Service agreements 3) • Contract management definition • Description and uses of contracts • Contracts and Documentation ADMINISTERING AND MANAGING THE CONTRACT • Key objectives of Contract Administration? • Role of the Contract Administrator • Operational issues • Teamwork - Roles and Responsibilities o Concept of agency o Types of authority o Privacy of contract o Contractor personnel THE ESSENTIALS OF NEGOTIATION • Meaning of negotiation mean o Types of negotiation o Issues to be negotiated o The negotiation process • Style, strategy, and tactics • Persuasion- the role of argument Overview of negotiation; AGREEMENTS BETWEEN CO-VENTURES • Confidentiality Agreement (CA) • AMI’s and Bidding Agreements • Joint Operating Agreements (JOA) o Standard model form international operating agreement o Drafting issues 2 Course Content 4) PREVENTING COSTLY LITIGATION THROUGH EFFECTIVE USE OF ALTERNATIVE DISPUTE RESOLUTION OPTIONS • Types of dispute resolution vehicles • Assessing litigation vs. arbitration options • Mediation considerations • Considerations for selecting effective mediators and Arbitrators • Drafting effective dispute resolution clause • Practical Exercise: Mock arbitration exercise AGREEMENTS WITH SUPPLIERS AND CONTRACTS • Standardisation of contracts • LOGIC Standard Contracts • Some key LOGIC contractual provisions examined LIMITING RISK THROUGH EFFECTIVE USE OF INDEMNITY CLAUSES • Matters covered • Persons and entities covered • Exclusions • Examples of various type of indemnity provisions • Practical Exercise: Contract drafting exercise – Drafting effective indemnity clauses REDUCING RISK THROUGH EFFECTIVE USE OF FORCE MAJEURE CLAUSES • Understand the purpose and risks this clause is intended to mitigate • Avoiding common Force Majeure pitfalls • Protect yourself from abuse and misuse of this clause • Mechanics of exercising Force Majeure rights • AGREEMENTS FOR THE DISPOSAL OF PRODUCTION At the end of the program the trainees will be able to: Learning Outcomes Target Audience •Key Players in the International Oil and Gas Industry •Management and Negotiation Techniques and the Role of Counsel •Knowledge of international arrangements in the oil and gas sector •Knowledge of liability regime in key oil and gas jurisdictions •Understanding the importance of standardisation in service contracts and review of LOGIC form contract •Agreement with Co-ventures (JOA) •Dispute resolution in I oil and gas contracts •Introduction to key English Contract Law Principles. • Commercial Managers in the Oil and Gas sector looking to improve their contract negotiation skills and overall commercial performance. • Government Departments, Policy Makers and Regulators • Legal practitioners in the Oil and Gas Sector looking to increase their knowledge • Legal practitioners in Private Practice looking to specialise in Oil and Gas Law • Insurance and Risk Managers looking to reduce the legal and contracts risks for their companies • Academics looking to increase or specialise in the area of Oil and Gas Law 3 Course Material /Technology used/ Details Relevant to the course. Projector , flipchart, USB, audience will be required to have a laptop or a small viewing tablet to read some material/exercises electronically Instructor Details & Brief Instructor Bio Name: Dr. Mohammad Alramahi Title/Dept: Director : Center for Energy and Sustainability Law Dr. Mohammad Alramahi, Director of the Energy Law & Sustainability Center at Qatar University, previously an academic at University of Hull in the United Kingdom. He is an honorary lecturer of the University of Liverpool and a visiting professor at Institute of Law Jersey. He has been involved in advising public and private sectors on issues pertaining to upstream oil and gas agreements negotiations and drafting techniques. Dr. Alramahi has an international profile excellence and extensive training experience in delivering courses tailored to national and international portfolio of delegates, covering subjects such as, Oil and Gas Contract Negotiations and Management, International Oil and Gas Contracts, Dispute Resolution in Oil and Gas Contracts, International Commercial Arbitration, Production Sharing Contracts (PSCs), Contract Risk Management, Corporate Social Responsibility (CSR), Mergers and Acquisitions (M&A), Construction Contracts, and a practical introduction to Oil and Gas Law. Course Fees QAR 2000 per participant. Continuing Education Office - Course Data Collection Form 4