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Vol 23 No 5 May/June 2018

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Drafting Commercial Agreements

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This book is now Out of Print.
A new edition has been published, the details can be seen here:
Joint Operating Agreements: A Practical Guide 3rd ed isbn 9781909416628

Joint Operating Agreements: A Practical Guide 2nd ed

ISBN13: 9781905783885
New Edition ISBN: 9781909416628
Previous Edition ISBN: 9781905783311
Published: October 2012
Publisher: Globe Law and Business
Country of Publication: UK
Format: Hardback
Price: Out of print

The joint operating agreement (JOA) is one of the cornerstone contracts in the petroleum projects world and is often the starting point for further essential agreements relating to natural gas and crude oil processing, sales and transportation.

The JOA enables long-term collaborative developments to be undertaken between groups of companies which have come together (often from diverse legal, commercial, cultural and political backgrounds) to share the high costs and risks which are inevitable in major petroleum exploration and production projects. It establishes common operational standards for application to developed jurisdictions and to emerging markets.

This new second edition provides a pragmatic examination of the provisions of a typical JOA in the order that they appear, with a particular focus on the critical issues of scope, the operator's role, joint and exclusive operations, default, transfers and decommissioning. There is also practical analysis of the key issues which apply to the operation of any JOA and the positions which are taken in the various leading industry model form contracts.

The perspectives of the operator and non-operator are addressed, along with a consideration of the domestic and international standards which will apply to a petroleum project. The new edition highlights changes in the JOA world since the first edition, including the consequences of the Macondo incident, the proposed new JOA revision from the Association of International Petroleum Negotiators (AIPN) and the role of the JOA in the growth of unconventionals development.

Author Peter Roberts is a partner at international law firm Ashurst LLP and former general counsel of Centrica Energy. He is editor of the Journal of World Energy Law & Business, past chairman of the International Bar Association Oil and Gas Committee, a member of the AIPN and the Society of Petroleum Engineers and an occasional lecturer at Dundee University. He is also the author of Gas Sales and Transportation Agreements: Principles and Practices.

Joint Operating Agreements: A Practical Guide, Second Edition is an essential addition to the library of any lawyers, commercial managers, advisers, engineers or financiers who are engaged in the development of petroleum exploration and production projects worldwide.

Energy and Natural Resources Law

1. First principles
Mineral laws and concessions
The JOA and the concession
The logic for a joint venture and a JOA
Evolution in the JOA relationship
Model form contracts
Incorporated and unincorporated joint ventures

2. Duration
Execution and effective dates
Duration and termination
Surviving provisions
Pre-JOA arrangements
Chronology of the JOA

3. Parties and participating interests
The parties
Collateral support
Participating interests
Government participation
Carried interests

4. Scope
Defining the joint operations
Defining the excluded operations
Evolution in the scope

5. Exclusive operations
Defining exclusive operations
Exclusive operations mechanics
Excluding exclusive operations

6. The operator
The operator's advantage
Selection of the operator
The role of the operator
Removal of the operator
Contracted operators
Incorporated operators
Split operators

7. The operating committee
The role of the OpCom
The mechanics of the OpCom
Voting control

8. Cost control and contracting
Work programmes and budgets
Authority for expenditure
Contract awards
Affiliate contracts
Federal contracts

9. Petroleum allocation, lifting and disposal
Petroleum allocation
Petroleum lifting
Petroleum disposal

10. Transfers
Transfers under applicable law
Transfer mechanics in the JOA
Pre-emption rights
Change of control
Affiliate transfers

The withdrawal principle
Withdrawal mechanics
Partial withdrawal
The consequences of withdrawal

12. Liabilities
The operator's liability to the parties
The liability of the parties
Third party liabilities
Liabilities and insurance
Limitations to the indemnity obligation
Further liability provisions
General liability

13. Decommissioning
The decommissioning phase
The regulatory regime
Decommissioning security
Decommissioning and the JOA

14. Default
The definition of default
The reaction to default
The remedies for default
Default remedies in modern JOAs

15. Dispute resolution
The need for a dispute resolution mechanism
Expert determination
Arbitration and litigation
Sovereign immunity

16. The accounting procedure
Accounting principles
Contents of the accounting procedure
Issues with the accounting procedure

17. Other provisions
Confidentiality and announcements
Corporate and social responsibility
Entire agreement
Force majeure
Governing law
Health, safety and the environment
Litigation management
Third party performance
Warranties and representations

A. Operator and Non-Operator Perspectives
The operator's perspective
The non-operating parties' perspective
Reconciling the operational perspectives
B. Partnership and the JOA
The definition and the consequences of a partnership
The JOA as a partnership
C. Farmout Agreements and the JOA
The purpose of the FOA
Issues with the FOA
D. Unitisation and the JOA
The mechanics of unitisation
The UUOA and the JOA
E. Fiduciary Duties and the JOA
The meaning and the consequences of a fiduciary duty
Fiduciary duties in the context of the JOA
The treatment of fiduciary duties in the JOA