A training course of upstream oilfield contract administrators covering drilling contracts, master service agreements, and construction contracts.

1. TRAINING CONTRACT ADMINISTRATORS

2. Handbook for Upstream Oilfield Contract Administrators: Using
Contracts and Insurance to Manage Operational Risk
The book on which the training is based covers master service agreements, drilling
contracts and construction agreements in the upstream oil and gas business with
chapters on performance risk, incident risk and insurance, as well as negotiating,
drafting and managing contracts. This is an essential reference book not only for
contract administrators, but also for purchasing groups, project managers and lawyers
for both operators and contractors. The book provides critical information not taught
in seminars, such as the chapter on the rules that apply when work is being
performed, but there is no contract or only a very brief one. It analyzes how the region
of the world in which a company operates influences which terms are the most heavily
negotiated. It describes how insurance influences the drafting of various provisions
related to allocating risk for personal injury, property damage and pollution. The book
discusses not only the best practices in contract risk management, including limitation
of liability, indemnity, insurance, and warranties, but also how they have evolved over
time and the reasons for the evolution.

3. About the Book and Author
Don Butler spent most of his forty
years as a lawyer working as an in-
house lawyer at energy companies
handling domestic and international
drilling and producing operations.
Although he no longer practices law,
he now writes, teaches and trains in
the area of “operational risk
management.” He has also trained
legal assistants to be contract
administrators. He is a frequent
speaker at contract risk management
programs.
The Handbook for Upstream Oilfield
Contract Administrators: Using
Contracts and Insurance to Manage
Operational Risk is available on
Amazon for $30.00.
Supplemental material is at the
author’s site:
www.oilfieldcrm.wordpress.com
For additional information email
butlerprojects@att.net

4. Chapter 1: Operational Risk
• Operational Risk defined
• Drilling contracts, MSAs, and EPC agreements
• The core terms of commercial transactions
• The most heavily negotiated terms worldwide
• Regional differences for the heavily negotiated terms
• The most heavily negotiated terms in the energy business
• The contract administrator's role

5. Chapter 2: The Handshake Deal
• Why a chapter on the handshake deal?
• Dealing with the low bar of contract formation
• Courts may fill in the blanks with implied terms and conditions
• Implied terms
• Implied duties
• Negating implied terms
• Negating implied duties
• Standards of performance in the handshake deal
• Damages available in the handshake transaction

6. Chapter 3: Managing Performance Risk (Part 1)
• Distinguishing the service and product portions of an MSA
• The influence of the IADC standard form drilling contract
• The fairness or unfairness of the IADC standard form drilling
contract
• Overview of MSA performance standards
• Warranties, guarantees, and representations distinguished
• The effective use of representations
• Warranties and guarantees: “end result” versus “process”

7. Chapter 3: Managing Performance Risk (Part 2)
• Categorizing MSA performance standards
• What the contractor brings to the table
• Conducting the work: “process” warranties
• Final assurances: “end result” warranties
• Warranties and guarantees for upstream production facilities
• Handling the “epidemic failure”

8. Chapter 3: Managing Performance Risk (Part 3)
• The well drafted warranty clause: scope
• The well drafted warranty clause: duration
• The well drafted warranty clause: exclusions
• The well drafted warranty clause: express remedies
• Warranties and consumables
• Warranties and rental equipment

9. Chapter 3: Managing Performance Risk (Part 4)
• Handling implied duties and warranties
• Conspicuousness and the performance sections of MSAs
• Handling disputes over quality
• “No reliance” clauses
• Exclusive remedies clauses
• No consequential damage clauses
• Contractual statutes of limitation and notice requirements
• Clauses that limit liability in the form of liability caps
• Force majeure clauses
• Express mitigation of damage clauses

10. Chapter 4: Managing Incident Risk (Part 1)
• The risky business of oil and gas exploration
• Reciprocal indemnities for property damage
• Reciprocal indemnities for personal injury
• Reciprocal Indemnities for pollution
• The complexities of the multiple contractor work site

11. Chapter 4: Managing Incident Risk (Part 2)
• The basics of various “pass through” methods
• The “pass through” via “contractual liability”
• The “pass through” via “accepting the knock-for-knock
system”
• The “pass through” via group definitions

12. Chapter 4: Managing Incident Risk (Part 3)
• Judicial obstacles: conspicuousness
• Judicial obstacles: the express negligence rule
• A “Miranda” warning for dealing with judicial obstacles
• Judicial obstacle: strict construction of agreements
• Strict construction and the definition of “claims”
• Strict construction and the term “release”
• Strict construction and the term “defend”
• Legislative obstacles: anti-indemnity statutes

13. Chapter 4: Managing Incident Risk (Part 4)
• Gross negligence, punitive damages, and moral hazard
• Financial caps and indemnity obligations
• The many ways of handling reciprocal pollution indemnities
• Carve outs and certain contractor equipment
• Underground damage
• Fishing operations
• Catastrophic event clauses
• The “cross indemnity for contractors”
• A life cycle for indemnity obligations

14. Chapter 5: The Role of Insurance
• The importance of insurance advice and recommendations
• The role of insurance
• Types of insurance and understanding insurance terminology
• Important clauses: waiver of the right of subrogation
• Important clauses: additional insured provisions
• Protecting one’s status as an additional insured
• Certificates of insurance

15. Chapter 6: Boilerplate and Operations
• Assignments
• Subcontracts
• Merger clauses
• No oral amendments, waivers, or releases
• Notice provisions
• Confidentiality clauses
• Third party beneficiaries
• Dispute resolution provisions

16. Chapter 7: Negotiating the Contract
• What is a fair agreement?
• The contract and managing operational risk
• Bargaining power in the upstream oil and gas business
• The allegedly inflexible standard form
• How to deal with roadblocks
• Positional versus Interest Bargaining
• Negotiating tips from various sources

17. Chapter 8: Drafting the Contract (Part 1)
• Contract negotiating and drafting have costs
• Organizing the agreement
• Definitions: storytelling versus designing
• What to leave behind for the next generation
• Active voice
• Avoid reference errors: “Operator” rather than “Company”
• “Best efforts” versus “reasonable efforts”
• “Indemnity” versus” “hold harmless”

18. Chapter 8: Drafting the Contract (Part 2)
• “Under this agreement” versus “arising from or related to”
• “May,” “must,” and “shall”
• “Herein”
• “And/or”
• “Including, but not limited to”
• “Customs of the industry” versus “industry customs”
• Team writing
• Rewriting and lessons from technical writing

19. Chapter 9: Managing the Contract
• The unique challenges of managing “master” agreements
• Managing contracts: the approval process
• Managing contracts: contract documents
• Managing contracts: beyond the spreadsheet
• Managing contracts: insurance certificates
• Managing contracts: termination and renewals
• Managing contracts: the best persons