Joint Operating Agreements

Introduction 7 Glossary 9 1. First principles of the JOA 13 1.1 The logic for a joint venture 1.2 The concept of the JOA 1.3 The incorporated joint venture 1.4 Hybrid project structures 1.5 Partnership contrasted 1.6 Pre-JOA agreements 1.7 Model form contracts 1.8 JOA evolution and economics 2. Concession forms and the JOA relationship 41 2.1 Introduction 2.2 Applicable terms 2.3 Operator rights and duties 2.4 State participation in the joint venture 2.5 Liability 2.6 Disposal of petroleum 2.7 Property and ownership 2.8 Decommissioning 2.9 Information and confidentiality 2.10 Dispute resolution 2.11 Exclusive operations and non-consent 3. Parties, participating and carried interests and collateral support 61 3.1 The parties 3.2 Participating and carried interests 3.3 Collateral support 3.4 Joint property 4. Managing state participation 79 4.1 State participation in the concession and JOA 4.2 Later state participation 4.3 Carried interests 5. Duration 83 5.1 Pre-JOA arrangements 5.2 Commencement 5.3 Term 5.4 Termination and surrender 5.5 Surviving provisions 6. Scope 97 6.1 Joint operations 6.2 Excluded activities 6.3 Expanding the scope 6.4 Definition of the scope 6.5 Modification of the scope 7. The operator 111 7.1 The operator’s advantage 7.2 Selection of the operator 7.3 The role of the operator 7.4 The locus of the operator 7.5 Resignation and removal 7.6 Hybrid operator structures 7.7 The operator’s perspectives 7.8 Fiduciary duties and relational contracts 8. The non-operating parties 143 8.1 The role of the operating committee 8.2 Operating committee mechanics 8.3 Subcommittees 8.4 Voting control 8.5 The non-operating parties’ perspective 9. The accounting procedure 159 9.1 Model form accounting procedures 9.2 Accounting principles 9.3 Contents of the accounting procedure 9.4 Accounting procedure issues 10. Economic management 167 10.1 Introduction 10.2 Work programmes and budgets 10.3 Authorities for expenditure 10.4 Cashcalls and invoice requests 10.5 Payment obligations 10.6 Dealing with default 11. Contracting 187 11.1 Procurement options 11.2 Third-party contracts 11.3 Affiliate contracts 11.4 Federal contracts 11.5 Contributions in kind 11.6 Awarding of contracts 11.7 Contract management, audit and ABC compliance 12. Petroleum management and disposal 197 12.1 Introduction 12.2 Petroleum allocation 12.3 Petroleum lifting 12.4 Petroleum disposal 12.5 Production sharing contract allocation 13. Exclusive operations 215 13.1 Defining exclusive operations 13.2 Exclusive operations mechanics 13.3 Buy-back rights 13.4 Excluding exclusive operations 14. Transfers and withdrawals 237 14.1 Transfers under applicable law 14.2 Transfer mechanics in the JOA 14.3 Incomplete transfers 14.4 Pre-emption rights 14.5 Change of control 14.6 Affiliate transfers 14.7 Withdrawal 14.8 The use of the withdrawal mechanism 15. Joint venture information and competition law 265 15.1 Information and confidentiality 15.2 Public announcements 15.3 Intellectual property rights and rights in information 15.4 Intellectual property rights – JOA drafting considerations 15.5 The operator as custodian of information and intellectual property 15.6 Competition law 15.7 The nature of the agreement under competition law 15.8 Relevant JOA provisions 15.9 Concessions 15.10 Procurement of goods, works and services 15.11 Sales of hydrocarbon production 15.12 Downstream transportation and processing facilities 15.13 Geological and geophysical data; other forms of technology 15.14 Competition law and information exchange 16. Decommissioning 285 16.1 The decommissioning phase 16.2 The regulatory regime 16.3 Collateral support for decommissioning costs – regulatory requirements 16.4 Decommissioning and the JOA 16.5 Decommissioning on the UKCS 17. Liabilities 307 17.1 The operator’s liability to the parties 17.2 Liability allocation between the parties 17.3 Liability for exclusive operations 17.4 Third-party liabilities 17.5 Liabilities and insurance 17.6 General liability 18. Default 321 18.1 Consequence of default 18.2 Definition of default 18.3 Reaction to default 18.4 Remedies for default 18.5 Mortgage and lien protection 18.6 Interest sales 18.7 Forfeiture 19. Dispute resolution 351 19.1 Dispute resolution principles 19.2 Dialogue 19.3 Expert determination 19.4 Arbitration 19.5 Litigation 19.6 Arbitration or litigation? 19.7 Consolidation 19.8 Confidentiality 19.9 Jurisdiction 19.10 Sovereign immunity 20. Other provisions 363 20.1 Corporate and social responsibility 20.2 Entire agreement and amendment 20.3 Force majeure 20.4 Governing law 20.5 Health, safety and the environment 20.6 Insurance 20.7 Litigation management 20.8 Notices 20.9 Secondment and teams 20.10 Taxation 20.11 Third-party involvement 20.12 Warranties and representations Appendix 1: Farm-outs and the JOA 383 Appendix 2: Unconventional petroleum JOAs 393 Appendix 3: Unitisation and the JOA 405 About the authors 419 Index 421 About Globe Law and Business 435