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OIL & GAS AGREEMENTS: The Allocation of Risk

22 – 26 August 2016 | Kuala Lumpur, Malaysia

Expert Course Leader:

Dr Ken Mildwaters In a career spanning more than 30 years Dr Mildwaters has advised on investment, exploration, development, production, supply and sales activities in the natural resources sector in Asia, Australia, Africa, Europe, the Middle East, and the Former Soviet Union. He has extensive experience in relation to oil and gas and mineral projects, electrical power generation projects (coal, gas and renewables); transport, storage and other natural resources sector related infrastructure projects.

Conduct this training course in-house for more effective savings! Call us at +65 6741 9927 or email to info@asiaedge.net. For more information, visit us at www.petroedgeasia.net

OIL AND GAS AGREEMENTS: The Allocation of Risk 22 – 26 August 2016 | Kuala Lumpur, Malaysia

About this Course: Participation in the upstream Oil & Gas sector requires significant capital contribution, and it also brings with it a high degree

of risk. Players have to contend with a wide range of risks, including mechanical breakdowns, HSE accidents, unfavourable

price changes and several other issues.

The contractual allocation of upstream risk is critical to the efficient implementation of exploration, development and

production activities. Sophisticated liability models have been developed in the oil and gas industry as a result of the unique

operating environment and the potentially serious consequences that result from comparatively minor acts or omissions.

While standard allocation of liability models exists in the upstream oil and gas sector and these models can be found in

standard form contracts such as the AIPN and LOGIC model forms, it is advisable to consider, on each occasion, the

particular circumstances and relevant activities in question when negotiating upstream contracts. It may be that these

standard forms do not effectively allocate the particular risks associated with the service on a basis that is consistent with

insurance requirements or in a cost efficient manner.

This 5 day training course considers the manner in which risk is contractually allocated in the upstream oil and gas sector.

Who Should Attend? Professionals from Oil & Gas operators as well as contractors from the following disciplines will find the course useful in their course of work: Legal, contracts, procurement, asset management, risk management, EPC specialists, project managers and oil & gas construction professionals.

Your Expert Course Leader: Dr. Ken Mildwaters

Dr Mildwaters is the managing partner of Mildwaters Consulting LLP, a consultancy specialising in the provision of advisory services to participants in the natural resources sector across the world. Prior to establishing Mildwaters Consulting LLP in 2004, Dr Mildwaters was a partner with law firms in England, Europe and Australia, general counsel at Guinness Plc, subsequently Diageo Plc, and was a partner at the investment bank Babcock & Brown. In a career spanning more than 30 years Dr Mildwaters has advised on investment, exploration, development, production, supply and sales activities in the natural resources sector in Asia, Australia, Africa, Europe, the Middle East, and the Former Soviet Union. He has extensive experience in relation to oil and gas and mineral

projects, electrical power generation projects (coal, gas and renewables); transport, storage and other natural resources sector related infrastructure projects. He has been actively involved in joint bidding agreements, joint ventures, joint operating agreements, strategic alliances, licensing arrangements, farm-in and farm-out agreements, drilling contracts, unitisation agreements, off-take agreements, lifting agreements, abandonment and decommissioning agreements, royalty agreements, service agreements, transport agreements, and the acquisition, disposal and financing of interests, capital raising activities and direct foreign investments in the natural resources sector. A sought-after speaker and regular presenter of papers to audiences around the world, each year Dr Mildwaters conducts a limited number of workshops in Asia, Africa, Europe, the Middle East and the Former Soviet Union, on specific aspects of natural resources law relating to the oil, gas and mining industries. Workshop participants range from government officials through to senior executives of natural resource companies, in-house legal departments, financial institutions, and law firms. Dr Mildwaters is a member of the global faculty at the Centre for Energy, Petroleum and Mineral Law and Policy at the University Dundee and every year lectures students on commercial contracts in the oil and gas industry. In addition he is a member of the Australian Mining and Petroleum Law Association, the Energy Law Association Inc. (New Zealand), the International Bar Association Section on Energy, Environment, Natural Resources and Infrastructure Law and its sub-committee the United Kingdom Energy Lawyers Group, the Institute for Energy Law advisory board, and Rocky Mountain Mineral Law Foundation.

Conduct this training course in-house for more effective savings! Call us at +65 6741 9927 or email to info@asiaedge.net. For more information, visit us at www.petroedgeasia.net

OIL AND GAS AGREEMENTS: The Allocation of Risk 22 – 26 August 2016 | Kuala Lumpur, Malaysia

5-Day Course Agenda

RISK

What is risk?

The legislature’s approach to risk The court’s approach to risk

Risk contrasted from other concepts

STRATEGIES FOR THE MANAGEMENT OF RISK

Avoidance

Mitigation Allocation

Acceptance

Transfer

Insurance Residual risk

ALLOCATION OF RISK Allocation by operation of law

General principles o Doctrine of Clay Feet o Doctrine of Best Knowledge o Doctrine of Accountability o ‘Party Best Able To Insure’

Comparative advantage test o Foreseeability test o Economic benefit test o Overall efficiency test o Duty of care o Breach of duty of care

Damages Consequential damages Punitive damages Equitable remedies

o Breach of statutory duty Damages Consequential damages Punitive damages Equitable remedies

o Breach of contract Damages Consequential damages Punitive damages Equitable remedies

Vicarious Liability

Agency

Volenti non fit injuria

Allocation by legislation

Private v. public risk

Allocation by delegated legislation Strict Liability

Allocation by contract

Freedom of contract

Privity of contract

Unconscionable bargain

Unfair contracts terms

CONTRACTUAL ALLOCATION OF RISK Use of contracts to allocate risk

Indemnities

o Loss of life o Injury to personnel o Loss of/damage to surface and sub-surface equipment o Liability for actions of third parties o Pollution

Arising above and below surface of ground

Mutual Hold Harmless Regime Limitation of Liability

Exemption Clauses

Sole Remedy Clauses

Force Majeure Legislation and the contractual allocation of risk

Anti-indemnity legislation Anti-insurance legislation

Public policy o Allocation of criminal liability, penalties, etc.

Courts and the contractual allocation of risk

Common law o The Himalaya rule

Default legal position

Construction of contract and rules of interpretation

Social engineering and substantive justice

Some responses to the allocation of risk: o Doctrine of excuse

Impossibility, frustration, impracticability, etc. o Mistake o Sole remedy o Economic duress o Penalties and the principle of ‘unconscionability’ o Relief against forfeiture o Liquidated Damages

The role of insurance in the contractual allocation of risk The effect of the contractual allocation of risk on third parties

CASE STUDIES

Allocation of risk in joint operating agreements

Allocation of risk in drilling contracts Allocation of risk in service contracts

Conduct this training course in-house for more effective savings! Call us at +65 6741 9927 or email to info@asiaedge.net. For more information, visit us at www.petroedgeasia.net

OIL AND GAS AGREEMENTS: The Allocation of Risk 22 – 26 August 2016 | Kuala Lumpur, Malaysia

EARLY BIRD RATE Register by

22nd July 2016 STANDARD RATE TEAM DISCOUNTS

KUALA LUMPUR | MALAYSIA 22 – 26 August 2016 SGD 5599 SGD 5799

petroEDGE recognises the value of learning in teams.

Group bookings at the same time from the same company receive the following: 3 or more at 5% off 5 or more at 7% off 8 of more at 10%

All other promotions including early bird are exclusive of the group discount.

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company and applicable against any future Asia Edge Pte. Ltd. public course. For cancellations received seven (7) days or less prior to an event (including day 7), no credit will be issued. In addition, a cancellation fee equivalent to 15% of the course fee will be charged. In the event that Asia Edge Pte. Ltd. postpones or cancels a course, delegate payments at the date of cancellation or postponement will be credited to a future Asia Edge Pte. Ltd. course. This credit will be available for up to one year from the date of issuance, and it is transferable to other persons in the same company and applicable against any future Asia Edge Pte. Ltd. public course. Asia Edge Pte. Ltd. does not provide refunds for cancellations and postponements or waive fees for unpaid invoices upon receipt of registration. PROGRAM CHANGE POLICY

Please note that speakers and topics were confirmed at the time of publishing; however, circumstances beyond the control of the organizers may necessitate substitutions, alterations or cancellations of the speakers and/or topics. As such, ASIA EDGE PTE LTD reserves the right to alter or modify the advertised speakers and/or topics if necessary. Any substitutions or alterations will be updated on our web page as soon as possible.

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Oil and Gas Agreements: The Allocation of Risk

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