Certificate in International

Oil & Gas Contract Law

Understand the contractual and legal regulations governing operations at
each phase of the oil and gas contract law, from discovery to sale
Syllabus
Module 1 Module 2
Introduction to Contract Law and Contracting in the Upstream Sector:
Background to the Oil and Gas Industry Ownership and Licensing

Learning Outcomes: Learning Outcomes:

• Gain a basic understanding of English law with relation to
contract formation
• Be able to explain the legal rules on validity of contract
• Understand how to discover and interpret the terms of
a contract
• Appreciate how a contract may be breached and what the
available remedies are
• Develop the ability to use the basic legal resources available
in English law, both in the context of discussion of issues and
problem solving
Module Content:
• Identify the fundamental legal principles applicable to oil and
gas contracts
• Explain the typical contractual process and areas to avoid
in drafting
• Define the concepts of territorial waters and continental shelf
• Examine the issues around ownership of petroleum and the
differences between the US and the rest of the world
• Discuss the agreements with resource holders such as Leases
and Concessions
• Explain the licensing regime for the UK Continental Shelf
• Discuss service agreements including the Iranian “Buy Back”
model contract

 The legal framework and contract law Module Content:

• Introduction to legal systems
• Contract law definition  C
 ontracting in the upstream sector
• Formation of contract, offer, consideration, acceptance • Characteristics of upstream contracts
• E-mail contracts/internet contracts • Commercial realities of the oil and gas business
• ‘Battle of the forms’ contracts
• Contractual capacity and consequences of an ‘illegal’ contract
 A
 greement with resource holders
• Duress/force • Ownership of oil and gas
• Error, misrepresentation or uncertainty of terms • Risk Service Contracts (RSCs)
as a ground of invalidity of contract
 Grant of rights by resource holder
• Termination of contracts and remedies for breach
• Leases and concessions
 K
 ey oil and gas terminology
 L
 icensing regimes
 O
 il and gas industry structure • Examples including the UK licensing regime and the
• Main producing areas European Union dimension
• Relationship between different players in the oil and • Application procedure for a license
gas industry • Assessing applications
• Phases of the oil and gas industry • Applicant
• Financial and technical capacity
 O
 il and gas contract fundamentals and
• Acreage selection
legal principles • Licensing rounds
• The contractual process, drafting, enforcement • Types of license
• Fundamental legal principles

 T
 erritorial water, continental shelf and
United Nations Convention on the Law of
the Sea (UNCLOS)

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Syllabus
Module 3 Module 4
Contracting in the Upstream Sector: Agreements Between Co-Ventures,
Production Sharing Agreements Suppliers and Contractors
and Unitisation
Learning Outcomes:
Learning Outcomes:
• Understand the legal nature of contractual arrangements
• Understand the relationships between the parties in a and the relationship between the companies that have been
Production Sharing Agreement issued a licence to undertake oil and gas exploration and
• Explain the use of a Joint Operating Agreement as well as exploitation activities
other contractual arrangements that are made as part of this • Comprehend the key issues in joint operating agreement (JOA)
• Examine what happens when oil and gas reserves cross over • Appreciate the importance of standardisation in oil and gas
licence/boundary areas industry and examine the UKCS standard form
• Define what a Unitisation or Unit Operating Agreement is and
how these are used to ensure optimal performance
Module Content:
Module Content:  J oint Operating Agreements (JOAs)
 P
 roduction Sharing Agreements (PSAs) • What is a Joint Operating Agreement (JOA)?
• Phases and bonus payments • Nature, aim and functions of a joint venture
• Production sharing • Background to the UKCS Joint Operating Agreements
• Cost recovery, profit shares • Government approval
• Taxation of contractor’s profit • Key areas of the JOA
• Operations under a PSA • Purpose and scope: participating interests
• State participation
• Training, infrastructure and local content  O
 perators
• Domestic supply obligation • Powers of the operator
• Gas terms • Operator standard of operating
• Stabilisation • Operator’s restriction of liability
• Governing law and jurisdictions • Operator’s control by non-operators
• Approvals and PSA as law
• Removal of operator
 A
 greements between co-ventures  O
 perating committee
• Upstream preference for joint ventures
• Unincorporated joint venture  S
 ole risk and non-consent provisions
• Area of Mutual Interest (AMI) and bidding agreements
• Key provisions: opportunity, duration, no obligation to  A
 greements with suppliers and contracts
participate, exclusivity • Standardisation in the UKCS
• Background to CRINE/LOGIC contracts
 U
 nitisation and Unit Operating Agreements
• Review of model service contracts: LOGIC onshore/
(UUOAs)
offshore services
• What is unitisation?
• Unitisation in practice
• Government approval
• Key issues in UUOAs: tract participation, determination and
redetermination provisions, role of the expert

 Transboundary unitisation
• Examples, including Netherlands, UK and Norway, Nigeria,
Saudi Arabia and Kuwait
• Transboundary developments

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Syllabus
Module 5
Contracting in the Downstream Sector: Sales and Transportation of Oil and Gas

Learning Outcomes:  T
 ranshipment: transportation by ship
• Understand the key oil and gas transportation arrangements • General issues

• Examine the sales arrangements of oil and gas • Crude oil tankers, LNG tankers, ex-ship or freeon-board (FOB)

• Appreciate the contractual pitfalls and how these agreements  S

 ale agreements
can be negotiated profitably • Main areas of law applicable to petroleum Sale and Purchase
Agreements (SPAs)
Module Content: • Crude oil sales
• Gas Sales Agreements (GSAs) and LNG SPAs
 T
 ransportation agreements
 C
 omparison and distinctions between supply
 Transporting oil and gas: getting it to market and depletion contracts
 C
 ontractual matrix for the transportation  Contents of a typical GSA or LNG SPA
of petroleum • Duration, delivery point, property and risk, conditions
• Inter-linking nature of chain of contracts precedent, start date, transportation and third party access

 P
 ipelines and transportation agreements  G
 as quantities and nominations
• Producer as pipeline owner • Buyer and seller obligations
• Third Party Access (TPA) • Effects of under-delivery by seller
• Common terms of a TPA • Need for flexibility: nominations, excess gas
• Common stream and quality specification
 Take or pay obligations of the buyer
• Allocation, attribution and measurement
• Transportation tariffs and send or pay/minimum bill/quantity  M
 aintenance of facilities
•  arranties : payment and default, title and risk, liabilities
W
and indemnities, liability for failure to provide transportation  Specification of the gas
service, force majeure
 F
 orce majeure, termination, dispute settlement
 C
 ontract pricing of gas

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Syllabus
Module 6
Dispute Resolution in Oil and
Gas Contracts

Learning Outcomes:
• Compare and contrast adjudication with other available types
of dispute resolution
• Explore and appreciate the various dispute resolution
mechanisms available to players in the oil and gas industry
• Examine the concept of negotiation in oil and gas disputes

Module Content:

 Adjudication of oil and gas disputes

• Court litigation, arbitration, statutory adjudication,
expert determination

 I nternational arbitration of oil and

gas disputes
 A
 rbitration as a legal concept of dispute
resolution
• International arbitration, inter-state arbitration, reference to
a ‘collegiate’ body, international commercial arbitration

 E
 xpert determination in the oil and
gas industry
 M
 ediation
• Definition
• Stay of proceedings pending mediation, refusal

 Negotiation of oil and gas disputes

• Importance of negotiation in oil and gas business
• Disadvantages of competitive or positional negotiation
• Principled negotiation

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About us
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