Joint Operating Agreements

Introduction Glossary 1. First principles of the JOA 1.1 The logic for a joint venture 1.2 The role of the JOA 1.3 The JOA and multiple interests 1.4 The JOA and other activities 1.5 The incorporated joint venture 1.6 Hybrid project structures 1.7 Partnership contrasted 1.8 Pre-JOA agreements 1.9 Model form contracts 1.10 JOA evolution and economics 2. Concession forms and the JOA relationship 2.1 The concession 2.2 Applicable terms 2.3 Reconciling the concession and the JOA 3. Parties, participating interests, carries and collateral support 3.1 Defining the parties 3.2 Concession and JOA party symmetry 3.3 Affiliate interests 3.4 Participating interests 3.5 Carried interests 3.6 Collateral support 3.7 Joint property 4. State participation 4.1 State participation in the concession and the JOA 4.2 Later state participation 4.3 Carried interests 4.4 Management of the JOA 5. Duration 5.1 Pre-JOA arrangements 5.2 Commencement 5.3 Term 5.4 Termination and surrender 5.5 Surviving provisions 6. Scope 6.1 Joint operations 6.2 Excluded activities 6.3 Expanding the scope 6.4 Definition of the scope 7. The operator 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 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 9.1 Model form accounting procedures 9.2 Accounting principles 9.3 The contents of the accounting procedure 9.4 Accounting procedure issues 10. Economic management 10.1 The need for economic management 10.2 Work programmes and budgets 10.3 Authority for expenditure 10.4 Invoice requests, cash calls and operator financing 10.5 Payment obligations 10.6 Dealing with default 11. Contracting 11.1 Procurement options 11.2 Third party contracts 11.3 Affiliate contracts 11.4 Federal contracts 11.5 Contributions in kind 11.6 Contract awards and management 12. Petroleum management and disposal 12.1 The principles of petroleum allocation and lifting 12.2 Petroleum allocation 12.3 Petroleum lifting 12.4 Petroleum attribution 12.5 Petroleum disposal 12.6 The state’s involvement 12.7 PSC allocation 13. Exclusive operations 13.1 Understanding exclusive operations 13.2 Exclusive operations mechanics 13.3 Buyback rights 13.4 Excluding exclusive operations 14. Transfers and changes in control 14.1 Transfers under applicable law 14.2 Transfer mechanics in the JOA 14.3 Incomplete transfers 14.4 Affiliate transfers 14.5 Pre-emption rights 14.6 Change in control 15. Withdrawal 15.1 The principle of withdrawal 15.2 The use of the withdrawal mechanism 15.3 Partial withdrawal 16. Information, confidentiality and intellectual property 16.1 The nature of information 16.2 Confidential information 16.3 Utilising confidential information 16.4 The concession and state interests 16.5 Public announcements 16.6 Liability for breach 16.7 Technology information and intellectual property rights 16.8 The operator as custodian 17. Competition law 17.1 The application of competition law 17.2 The JOA and competition law 17.3 Relevant JOA provisions 17.4 Competition law and information exchange 18. Decommissioning 18.1 The decommissioning phase 18.2 The regulatory regime for decommissioning 18.3 Collateral support for decommissioning costs 18.4 Decommissioning and the JOA 18.5 Decommissioning on the UK Continental Shelf 19. Liabilities 19.1 Liabilities under the concession 19.2 The operator’s liability 19.3 Party to party liabilities 19.4 Liability for exclusive operations 19.5 Third party liabilities 19.6 Liabilities and insurance 19.7 General liability 20. Default 20.1 The consequence of default 20.2 The definition of default 20.3 The reaction to default 20.4 The remedies for default 20.5 Mortgage and lien protection 20.6 Interest sales 20.7 Forfeiture 21. Force majeure 21.1 The meaning of force majeure 21.2 Force majeure relief 21.3 Economic sanctions and force majeure 22. Dispute resolution 22.1 Dispute resolution principles 22.2 Dialogue 22.3 Expert determination 22.4 Arbitration 22.5 Litigation 22.6 Arbitration or litigation? 22.7 Consolidation 22.8 Confidentiality 22.9 Jurisdiction 22.10 Sovereign immunity 22.11 Investment treaty protection 22.12 Due observance 23. Other provisions 23.1 Compliance standards 23.2 Entire agreement and amendment 23.3 Governing law 23.4 Health, safety and the environment 23.5 Indexation 23.6 Insurance 23.7 Litigation management 23.8 Notices 23.9 Secondment and teams 23.10 Taxation 23.11 Third party involvement 23.12 Warranties and representations A ppendix 1: Farm-outs and the JOA Appendix 2: Unconventional petroleum JOAs Appendix 3: Unitisation and the JOA About the authors Index About Globe Law and Business