Damages, Default, Indemnities and Force Majeure in International Oil and Gas Contracts

Master the key conditions in oil and gas agreements to dramatically reduce the risk of costly dispute in your agreements

This highly practical and interactive two-day programme will help you to:

  • Review the key areas of risk within an upstream oil and gas agreement to protect against them
  • Get to grips with what is recoverable and why to draft more effective terms
  • Evaluate the exclusions and limitation of liabilities in your agreements
  • Understand the remedies available to apply them strategically within your deals
  • Know how direct, indirect and consequential loss can impact your business
  • Examine the impact time limits, common precedent clauses force majeure and termination in the context of oil and gas agreements
  • Evaluate the impact of choice of law on your multi-party agreements with comparisons to civil jurisdictions
  • Know the extent of damages under common and civil law
  • Learn from a legal expert who has the unique ability to engage and develop your understanding of this complex and potentially challenging area of agreements

 

What is the programme about?

Major oil and gas projects all too frequently suffer distress in the form of contract mismanagement, cost and time overruns, performance failings and ensuing disputes between project participants. There are key terms and features that are very standard to the high value deals that are common to the oil and gas industry. Understanding where your business is potentially exposed in an agreement, and how you can limit your liability and damages to avoid costly dispute is a very key piece of commercial management.

With a focus on upstream this practical 2-day programme will walk you through the key terms and clauses in an accessible way to enable you to manage your legal and commercial risk more effectively within your contracts. All examples, samples, case and exercises will be based on real life examples from the Oil and Gas sector.

This is a must attend for you to ensure you are protecting you and your business from costly dispute and delays.

 

  • Contract managers
  • Commercial negotiators
  • Contract analysts
  • Contract engineers representing international petroleum companies
  • In-house lawyers
  • Procurement managers
  • Contractors and subcontractors to the petroleum industry

 

 

DAY 1

INTRODUCTION

Overview of Upstream Agreements

  • Pre-licence- bidding/licence application agreements
  • Exploration
  • Development
  • Production phase
  • Key differences in civil and common law

Exclusion of Liability

  • Distinction from limitation of liability clauses
  • Liability for personal injury or death
  • Incorporation
  • Interpretation
  • Application of Unfair Contract Terms Act 1977
  • Validity and enforceability of exclusion clauses

Warranties, Guarantees and Indemnities

  • Differences between Warranties, Guarantees and Indemnities
  • What is an indemnity?
  • Mutual Hold Harmless Indemnities (MHH)
  • Application, structure and subject matter of indemnities
  • Drafting effective indemnities
  • Exceptions to MHH
  • Third parties
Practical Workshop Session 1
Group working on a case study to draft exclusion clauses and indemnities within a typical Oil and Gas Contract with feedback from the Facilitator

Time Limits

  • Limitation period within which claims may be brought
  • Calculating the limitation period
  • English limitation periods
  • Latent damage
  • Standstill/tolling agreements
  • Continuing wrongs

Condition Precedent Clauses

  • Requirement for condition precedents
  • Risks – uncertainty of intent and execution
  • Examples
  • Recent cases

Liquidated Damages and Penalties

  • Basis and purpose
  • Liquidated Damages or Penalties
  • Differences between Common and Civil Law
  • Key pointers to recoverability
  • Relevance in oil and gas contracts
Practical Workshop Session 2
Group working around a case study to draft enforceable liquidated and ascertained damages clauses within a typical Oil and Gas Contract with feedback from the Facilitator.

DAY 2

Force Majeure, Economic Hardship and Frustration Provisions

  • The meaning of FM
  • Events
  • Drafting Force Majeure clauses
  • NOC, Government action, Economic changes
  • Doctrine of frustration
  • Hardship clauses

Default

  • Definition
  • Reaction
  • Forfeiture
  • Defaulting parties interests
  • Remedies

Termination and Compensation Provisions

  • Drafting termination clauses
  • Termination events
  • Compensation
  • Cross-project impact

Direct, Indirect Damages and Consequential Loss

  • Types of damages
  • Basis of damages for breach of contract
  • Back-to-back contracts
  • Physical damages, costs and expenses, waste
  • Loss of profit, opportunity consequential losses and expenses
Practical Workshop Session 3
Group working around a case study to draft a force majeure clause and limitation of damages clauses within a typical Oil and Gas Contract with feedback from the Facilitator.

Governing/Choice of Law Clauses

  • Difference between governing law and jurisdiction clauses
  • Applicable law in the absence of choice
  • Choosing the law governing a contract
  • Selecting more than one governing law
  • Scope of governing law clause

Dispute Resolution, Arbitration, Litigation and Alternative Dispute Resolution

  • Options for dispute resolution
  • Advantages and disadvantages
  • Choice of arbitration, drafting of an effective arbitration clause
  • Alternative dispute resolution - conciliation, mediation and ADR
  • Enforcement: The New York Convention


 

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Testimonials for our Courses

“My experience with Clarion Training was pleasant and the facilities were accommodating. It was most useful and interesting to understand the key content of contracts and which areas to pay particular attention to.”
 

Delivered by

(PROF) OBE, FRSA

Arun Singh (PROF) OBE, FRSA is an international lawyer and consultant.

Dates & Locations



This course is only available as a custom course tailored for your business, contact us to discuss your requirements.