Africa Oil and Gas Contracts


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This Africa Oil & Gas Master Class Workshop will present logical and systematic approach to effective commercial Oil & Gas contracts, negotiations and risk management from both an International and specific African perspective.

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Africa Oil and Gas Contracts

  1. 1. THINKING BEYOND THE OBVIOUS MASTER CLASS AFRICA Oil & Gas Contracts Cape Town, South Africa 27 – 28 October 2011 at the Pavilion Conference Centre Accra, Ghana 1 – 2 November 2011 at the M Plaza HotelBENEFITS OF ATTENDING• All sessions will be presented with a highly interactive and practical approach with prepared experience based questions for group discussion.• Each presentation is designed to give delegates a practical understanding of the commercial risks involved in Oil & Gas contracts and how delegates can use solutions presented to address these risks and translate them into appropriate clauses in agreements.• The course will deal with the different types of agreements that are in common use and our expert presenters will guide participants through best practice drafting techniques.• Our expert facilitators will employ real-life case studies (and visuals where needed) with the aim of enabling delegates to think in a particular way in order to identify potential risks early enough in the negotiation process, thereby ensuring that they are appropriately addressed.• The course will present logical and systematic approach to effective commercial Oil & Gas contracts, negotiations and risk management from both an International and specific African perspective.If you are involved or looking to be involved in Oil & Gas contracts then this course is a must attend!If you want to get emerging insight into Oil & Gas Contracts from both international and specificAfrican perspective, you don’t want miss this Africa Oil & Gas Contractsfor more information, please contact Ola Odejayi+27 72 550 0562 • • www.gptrainingsa.comEndorsed by
  2. 2. CA Oil & Gas Contracts 2011 OVERVIEW EXPERT FACILITATORSThis highly practical and interactive Africa Oil & Gas Contractscourse will provide unparalleled insight into key emergingcontractual issues in the Oil & Gas industry.Amongst others, this course will provide emerging insights into:• Government Petroleum Contracts (GPCs - including PSCs)• International Joint Operating Agreements (JOAs)• International Area of Mutual Interest Agreements (AMIs) Frank Alexander• International Study and Bid Group Agreements (SBAs) Frank is a partner in the Calgary office of Fraser Milner• Service Contracts (SCs) Casgrain LLP and is the Leader of FMC’s International• International Farmout Agreements (“FOAs”) Petroleum Law Practice Group. Frank practises exclusively in the area of international energy law (petroleum• Effective techniques for negotiation of International projects outside of Canada). He has 30 years experience Petroleum Contracts in petroleum projects worldwide. Frank has assisted with international energy projects in Europe, Asia, Africa, SouthThe course will further cover aspects of legal and commercialrisk management that have to be taken into consideration when America, Central America, the Middle East, Australia,negotiating and drafting Oil & Gas contracts with specific focus New Zealand and the former Soviet Union. His practiceon “marginal oilfield development projects.” Significant includes government petroleum contracts (including PSCs),attention will also be given to drafting and negotiation of Floating JOAs, farmout agreements, AMI agreements, unitizationProduction Storage and Offtake (FPSO) contracts. As a delegate, agreements, gas sales agreements, study and bid agreements,you are guaranteed unique insight into how the world’s leading and structuring for security of investment (inclusive ofOil & Gas corporations are responding to emerging contracting & investment treaty and dispute resolution considerations) andchallenges and the best practices/solutions employed. You will also tax efficiency. Frank serves on the AIPN Board of Directorsget insightful perspective into aspects of Association of International and is also the current AIPN Regional Chapter DirectorPetroleum Negotiators’ (AIPN) contract models. for Canada WHO SHOULD ATTEND• Oil & Gas lawyers who want to refresh their negotiating skills• Contract & Commercial negotiators wanting to move to the next level of performance• In-house lawyers and legal teams• Procurement, Sales & Public Relations Directors/Managers Barrisford Petersen• Contract Managers, Analysts & Administrators Barrisford is partner and Head of Oil & Gas division of• Contract Engineers Bowman Gilfillan South Africa. He has studied extensively• Company Secretaries overseas and is an advocate of the Supreme Court of South• Contractors & Sub-contractors to the petroleum industry and Africa. He is an international oil and gas law specialist with host governments more than 15 years experience in the industry. He previously worked as the manager for legal services for an oil and gas company. He later established and managed his private legal practice focused exclusively on African Oil and Gas activities.Media Partner Barrisford has extensive experience in the international Oil and Gas industry having worked closely and successfully with a number of local and international Oil and Gas companies doing business in Africa. GLOBAL PROSPECTUS TRAINING (PTY) LTD. Chief Executive O er - Dhevaraj Pillay Johannesburg - Tel: +27 11 781 6222 Fax: +27 11 781 6044 Marketing - Auditors - Russell Bedford SA (Jhb) Inc. Pietermaritzburg - Tel: +27 33 391 4229 Fax: +27 33 391 5722 Design - (071 018 8355) Legal - DA Morris & Associates
  3. 3. CA Oil & Gas Contracts 2011 COURSE AGENDA DAY 1 Session One Session Three Government petroleum contracts (including International Confidentiality Agreements PSCs) (“GPCs”) • Insights into the AIPN model This opening session will be focus on: • Focus issue: • Comparison of different upstream petroleum regime - Should we include a non-competition clause or designs - (Understanding the host Country perspective, an AMI agreement? and the International Oil Company (“IOC” perspective) • Fiscal comparison of different upstream petroleum International Area of Mutual Interest regimes— (Profit & Revenue split) Agreements (“ AMIs”) • Minimum work program commitments and financial Focus will be on observations concerning the draft AIPN commitments model, including: • Commerciality and Development— (Including the - “Up-front” alternative versus the IOC’s rights to construct pipelines) “After the Fact” alternative • IOC right to export and to retain proceeds of sale - Considerations regarding selection of offshore without mandatory conversion obligation alternative remedies for breach • IOC rights to transfer hard currency • IOC right to assign - and associated requirement of government approval Session Four • Government Participation International Study and Bid Group • Natural gas provisions Agreements (“SBAs”) • Respective rights of IOC and government in the case of • Observations concerning the AIPN model, including: force majeure - How to deal with conflicting “Minimum • Government right to terminate Material Provisions” proposed by the respective • Why it makes a difference if a national oil company signs IOC partners GPC instead of the host country (government) itself? • Effect of a regime change on the enforceability of a GPC International Farmout Agreements (“FOAs”) • IOC rights in the case of “creeping expropriation” • Observations concerning the AIPN model, including (unilateral increase by host country of IOC fiscal - Insights into the AIPN Model Term sheet obligations) and in the case of expropriation per se preliminary to negotiation of FOA - Considerations associated with requiring the Session Two Farmor to transfer the interest in advance of Stability of Contract (GPCs-continued) work program performance by the Farmee Due to recent events in countries such as Venezuela, Ecuador, Session Five Bolivia, Russia, and Kazakhstan, sophisticated international Drafting and negotiating floating oil companies now take better steps to provide for security production storage and off take of investment and fiscal stabilization under PSCs and other government petroleum contracts. Thus, this session will cover (“FPSO”) agreements issues pertinent to: • Stabilization provisions • What makes them so challenging? • International arbitration • Lead time and conversion • Stipulation of governing law • Tendering process • Host country waiver of immunity from execution • Procurement related issues • Structuring to come under an applicable arbitral award • Form of agreement enforcement treaty • Dealing with the contractual term • Structuring to come under an applicable investment • Dealing with financing and payments treaty (on the most tax efficient basis possible). • Reflecting reservoir risk in your agreement • Significance of arbitral rules such as UNCITRAL, ICC, • Changes in the market LCIA, and ICSID • Risks that must be considered and addressed • Enforcement of arbitral awards - ICSID and the New York Convention General Questions & Discussion & Close of Day 1GLOBAL PROSPECTUS TRAINING (PTY) LTD. Chief Executive O er - Dhevaraj PillayJohannesburg - Tel: +27 11 781 6222 Fax: +27 11 781 6044 Marketing - Auditors - Russell Bedford SA (Jhb) Inc.Pietermaritzburg - Tel: +27 33 391 4229 Fax: +27 33 391 5722 Design - (071 018 8355) Legal - DA Morris & Associates
  4. 4. CA Oil & Gas Contracts 2011 COURSE AGENDA DAY 2 Session six Session Eight “Marginal oilfield development project” – Continuation of Marginal oilfield development project (Negotiation & Contracts) Procurement This highly practical and interactive session will begin with a • Tendering and sole sourcing video presentation of “Oribi Oilfield development in South • Prequalification Africa.” The aim is to give delegates a background visual • Tendering procedures overview of the complexities and risks in bringing an oilfield • Draft agreements in tenders into development. • Controlling the process • Domestic labour and supply obligations Focus topics will include: • Negotiating the project agreements • Importation and customs related matters Understanding Marginal field • Reserves in place • Oil price Issues that give rise to disputes between • Location and market • Joint ventures and partners • Modelling the conceptual development plan • Company and contractor • Regulatory environment • Contractor and contractor • Geographical environment • Company and State Contractor and State Size of the company and the establishment Resolving disputes of the project team • Understanding the risks • Joint ventures and partners • The problem with conventional dispute resolution • Skills and resources; procedures • Company’s capacity to accept risk; • Drafting effective dispute resolution procedures • Defining a reasonable “First Oil Date” • Using independent experts and their terms of reference Session seven Session Nine Continuation of Marginal oilfield development project International Joint Operating Agreements (“JOAs”) and associated Accounting Project phases Procedures (“APs”) • Capex and Opex phases • Drilling and completion phase • The concluding session will focus on further insights into • Pre-mobilisation phase AIPN models • Mobilisation phase • Focus issues will including considerations associated with: • Commissioning and acceptance phase - Government Participation • Operational phase - “Minimum Work Obligations” • Termination phase - Sole risk of development • Decommissioning phase - Transfer and change of control - Pre-emptive rights - Selection, and implementation, of alternative Finding the right contractor remedies for default, including particular issues • Allocation of responsibilities regarding expert valuations in the context of the • When is a lead contractor is required “Buy-out” remedy • Nature of the contractual relationship with contractors - Election to include the requirement of • Managing contractors through the various phases Operating Committee or Non-Operator • Dealing with critical path matters approval of AFEs • Incentives and penalty arrangements - Applicable triggers for Non-Operators to pay cash calls. SPECIALISED IN-HOUSE TRAINING SOLUTION! Negotiation of international petroleum agreements Global Prospectus enables a platform for cutting edge, solution driven and innovative • Emerging Issues in-house training that are specially and specifically customised for your department, • Emerging effective and efficient practices company or organisation at reasonable cost, at your venue and for your convenience! We provide strategic insight of absolute value … • Dealing with “challenging” negotiator counterparts For your in-house training solution, please drop us an email, give us a call, or send us a fax General Questions & Discussion & Close of Day 2GLOBAL PROSPECTUS TRAINING (PTY) LTD. Chief Executive O er - Dhevaraj PillayJohannesburg - Tel: +27 11 781 6222 Fax: +27 11 781 6044 Marketing - Auditors - Russell Bedford SA (Jhb) Inc.Pietermaritzburg - Tel: +27 33 391 4229 Fax: +27 33 391 5722 Design - (071 018 8355) Legal - DA Morris & Associates