Oil & Gas Contracts Negotiation &

Dispute Management Excellence 2015

Negotiating contracts that will keep the peace' for the long-term
mutual benefit of both parties
3rd - 5th
August
2015

3 DAY MASTER CLASS

Hotel Hilton Dubai Creek, Dubai
OVERVIEW
This 3-day training course is a dynamic, hands-on course which will
immerse course participants in real life oil, gas and LNG contracts
and negotiation situations, giving participants a deep understanding
about mid-stream commercial issues, contracts and practical tips
on how to negotiate and maintain these contracts successfully. This
practical course will help participants understand the relevance of
oil, natural gas and LNG in today's energy mix and how these
businesses work.
It will explain the strategic importance of hydrocarbon assets and
how production sharing and tax royalty systems are used to manage
these assets. It will examine the key factors impacting on oil and gas
price in different parts of the world and how these principles are built
into purchase and transportation contracts. It will help identify and
understand the numerous agreements along the supply value chain,
explain risk mitigation measures and dispute resolution procedures,
and provide simplified explanations with examples of how key terms
work. The course will also expose participants to various
terminologies and industry standard provisions in the sector, whilst
equipping them with knowledge of what really matters in contract
negotiations by simulating a real life negotiation exercise. Detailed

examination of model commercial

contracts for LNG and gas will be
u s e d t o h i g h l i g h t t h e i n t e rrelationships between various elements
of the contracts.
The course will focus on Liquids purchase
agreements, Gas and LNG sales and purchase
agreements, Gas Allocation agreements, Joint Operating
Agreements, Oil and Gas transportation agreements, LNG shipping
agreements, LNG terminal use agreements and Host Government
and Intergovernmental Agreements. It will also briefly touch on
network codes in regulated pipelines and explain the commercial
and contractual basis for how tariffs and access are regulated in
such pipelines.
Presentations

COURSE
DELIVERY

Research Resources
Group discussions
Participative exercises

COURSE LEADER

IG THOMSON

Dr Ian Thomson is a highly acclaimed and experienced

consultant with over 40 years of experience in strategic,
commercial, market and transmission aspects of energy,
oil and gas; and has a detailed understanding of
regulatory and institutional arrangements. He is a former
President of BP Global, and has managed a number of
large oil and gas transportation, storage and supply
projects from concept through operation. He has also
worked for Texaco Global Gas and Power, and Deloitte
Petroleum Services.

over 20 governments (including Turkmenistan,

Kazakhstan, Kyrgyzstan, Russia, Viet Nam, Cte d'Ivoire,
Czech Republic, China, Bulgaria, Croatia, Ecuador, India,
Thailand, South Africa, Kenya, Romania, Serbia,
Mozambique, UNMIK in Kosovo and Rwanda, North and
South Sudan) on gas, upstream, downstream oil and
LPG, industry structure, development policy, concession
terms, energy export options, contractual matters and
financial claims; and worked for many developers
worldwide.

He has led highly rated public seminars & in-house

programs all across Asia Pacific & Middle East as well as
in Africa, China, India, Australia, Ghana, Kuwait, Mexico,
Malaysia, Pakistan, Phillippines, Thailand & Singapore.
Europe, US, Asian and Australia. He has practiced and Blending theory, practical advice and in-depth solid
advised private sectors (i.e. Cairn, PetroVietnam, Shell, expertise, pertaining to upstream & downstream oil and
BP, PetroChina, Petrobras, PDVSA, Petronas...etc.) & gas agreements, both in negotiating key terms and
drafting techniques is unsurpassed.
He has served as a consultant, arbitrator, mediator,
dispute resolution neutral on hundreds of energy, gas &
LNG projects with values up to $10 billion, located
throughout the

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Oil & Gas Contracts Negotiation &

Dispute Management Excellence 2015
3 DAY MASTER CLASS
Hotel Hilton Dubai Creek, Dubai

3rd - 5th
August
2015

BENEFITS OF ATTENDING
By attending this training course, you will gain the following:
Understand Oil, Gas and LNG contract terms and the importance
of Gas and LNG contracts and transportation agreements in the oil
& gas value chain
Gain insights into the way buyers and sellers view and negotiate
gas and LNG sales agreements
Understand practical approaches to understanding LNG and gas
pricing within the different market sectors
Learn how to understand and negotiate the key terms in the Gas
and LNG Sale and Purchase Agreements and how to advance
through a demanding negotiation process
Practical exercise on negotiations

Understand and mitigate commercial risks associated with

contract negotiations
To recognize the reality, that problems and unexpected events are
inevitable during the course of any contractual relationship
Understand the sources of problems that can occur in the kinds of
relational contracts typically used in the industry
Examine some tools and techniques for "keeping the peace" in
contractual operations and relationships
Understand Dispute Resolution approaches, costs and timing
including use of Experts, mediation, international arbitration and
use of courts

WHO SHOULD ATTEND

All those involved in exploration, production, purchase, transportation, product treatment and sales, including:
Contract Negotiators / Commercial
Managers

Financial Controllers

Reservoir Engineers

Strategists, planners and analysts

Buyers, Sellers & Distributors

Government Officials and Regulators

Gas sales and marketing executives

Traders

Project Contract Negotiators /

Commercial Managers

Financiers

Services Sector providers

Asset managers

Auditors

E&P professionals and managers

Consultants, Advisers and

Petroleum Engineers

Legal

Project Owners / Sponsors

Senior Engineering & Project Managers
Operation Managers

TESTIMONIALS
It was a great event, well organized and very useful for our organization.
Oil India Limited
We are very pleased with all of the services provided to our company by
Quest ontheFrontier.
They are professional and highly motivated in introducing our company
to quality investor groups of many varying types- in quite a few different
cities. We have, and will continue to, recommend Quest ontheFrontier
to others.
Sui Northern Gas Pipelines Limited
A very well organized and coordinated event, great level of
professionalism.
Abu Dhabi Gas Industries Ltd

OUR PAST ATTENDEES

Korea National Oil Company Chevron Corporation State Trading
Organization(Maldives) Energy Philippines CPC Corporation
Petron Corporation Kuwait Energy Sui Northern Gas Pipelines
Bangladesh Petroleum Corp. Oil India PTT Exploration &
Production HPCL Petronas (Malaysia) ABB(Indonesia)
DuPont(UK) BP(UK) QGPC(Qatar) Petrochemical Industries
Kuwait Pakistan Petroleum Ltd. Takreer Ceylon Petroleum
Corporation Petronet LNG Orpic(Oman) BG Exploration &
Production ENOC Eppco(UAE) ONGC Adnoc Mubadala
Tethy's Petroleum SNGPL Bapco(Bahrain) Gasco Tenaga
Nasional( Malaysia) Al Hosn Oil India HPCL Kuwait
Petroleum Corporation Oman LNG Abu Dhabi Gas Liquefaction
Bumi Armada (Malaysia) Petroleum Development Oman Oman
Gas SAFER Exploration & Production

Very professionally organized, friendly team of organizers and very

good and useful course material.
Bahrain Petroleum Company (BAPCO)

www.questmasterclass.com

Oil & Gas Contracts Negotiation &

Dispute Management Excellence 2015
3 DAY MASTER CLASS
Hotel Hilton Dubai Creek, Dubai

3rd - 5th
August
2015

DAY 1
SESSION 1
Introduction. Key Oil and Gas Commercial Principles in
Contracts:
Discussion with participants on expectations from course
Introduction to oil and gas supply chains -overview of
commercial agreements needed to manage risk.
Identify types of contracts of interest to participants, including:
Joint Operating Agreements,
Production Sharing Contracts (PSCs),
Heads of Agreement,
Liquid sales agreements,
Gas sales agreements,
Oil and Gas transportation agreements,
Allocation agreements,

The strategic importance of hydrocarbon reserves

Introduction to Upstream Regulation and risk sharing principles;
comparison between Production Sharing principles and tax/
concession approaches.
Understanding and Managing geopolitical risk:
Geopolitics is complex and volatile, with unpredictable
players who have conflicting agendas and disparate
motivations, it is tempting to see geopolitics as impossible
to control or prepare for.
However, when companies are unable to foresee emerging
trends or react to rapid, unforeseeable geopolitical change,
the potential impacts on corporate and capital project
performance can be significant.

Case Study: Analysing country specific geopolitical

risk- examples of country risk assessment from four
continents

Financing agreements,
Host Government Agreements and Inter Governmental
Agreements.
The Due Diligence process why is this important?

SESSION 2
Geopolitics
The key factors impacting on oil and gas price:
Demand affecting factors
Weather / Seasons
Global economy
Supply affecting factors
OPEC

SESSION 3
Special Commercial Considerations for Gas and LNG:
Pricing principles in large gas contracts: Oil product price linkage
in traditional markets. Linkage of price to local gas prices/ gas
hubs in liberalising and liberalised markets.
Importance of Gas Quality in Contracts. Examples of gas quality
from different countries.
Regulation of gas - brief overview. Case Studies/ examples of
Russia, China, Egypt.
LNG: description of industry and physical and commercial
aspects of LNG trade. E&P, liquefaction, shipping, regasification
terminals. LNG trade routes.
Key commercial factors in LNG. Pricing principles in different
regions around the world.

Politics
Other nations' production levels and inventories
Natural Expiry

www.questmasterclass.com

Oil & Gas Contracts Negotiation &

Dispute Management Excellence 2015
3 DAY MASTER CLASS
Hotel Hilton Dubai Creek, Dubai

3rd - 5th
August
2015

DAY 2
SESSION 4
Gas Sales and Purchase Contracts:
Gas sales and purchase agreements (GSAs).
Typical elements of a contract:
Contract Period & Termination Conditions
Quantities/ volumes and flexibility
Redelivery point and conditions
Warranties
Prices/indexation adjustments: oil price linked and hub
price based
Currency risk
Quality
Seller's Obligations/Rights (Send-or-Pay) (if applicable)

SESSION 6
Oil and Gas Transportation/ Processing Agreements:
This session will examine agreements to transport and redeliver
oil or gas in pipelines. This will include:
The setting of transportation tariffs,
Defining capacity requirements including send or pay,
Responsibilities of the transporter (including a discussion of
negligence and gross negligence; also what happens in the case
of regulatory change) and
Typical redelivery specifications.

SESSION 7
Brief overview of Regulated Gas Pipelines and Network Codes:

Buyer's Obligations (Take-or-Pay)

Reason for regulating access to pipelines in modern gas

markets.

Allocation/Commingling

Typical Licence process and terms,

Invoicing and Payment

How tariffs are regulated,

Miscellaneous Provisions (Force majeure/Future Gas)

Principal terms of a Network or Access Code for pipelines.

Arbitration and Expert Provisions

Conditions Precedent/Subsequent

Case Studies: Examples of Gas Contracts from UK,

India, Vietnam and Algeria/ Portugal

SESSION 8
The Negotiation Process:
Preparing to negotiate
Planning a negotiation

SESSION 5
Gas Allocation Agreements:
Comparison between oil and gas allocation procedures

Negotiation strategies
Physiological and psychological aspects of negotiation
The importance of cultural sensitivity

Use of value adjustment for liquids

Case Study: The Forties Oil Pipeline Value Adjustment

Procedure
Q&A Session

SESSION 9
Gas Sales and Purchase Negotiation Exercise:
The delegates will be divided into teams and practise the
negotiation of the principal terms of a large gas agreement.

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Oil & Gas Contracts Negotiation &

Dispute Management Excellence 2015
3 DAY MASTER CLASS
Hotel Hilton Dubai Creek, Dubai

The exercise will give practical insight into gas pricing, take or
pay, make-up and carry forward, duration and termination
conditions, long term force majeure, creditworthiness and
guarantees, shortfall provisions, issues surrounding future gas
terms etc., as well as the negotiating process.

SESSION 10
Costs of Traditional Dispute Resolution:
Likely time involved

3rd - 5th
August
2015

Real Time Dispute Control Techniques:

Negotiations & Step Negotiations
Appointment of an Expert to resolve certain types of
disputes
Pre-appointed Standing neutral: An objective "dose of
reality"
Pre-appointed Standing arbitrator : "Real time" resolution
Non-Binding Facilitated Resolution Processes:

Direct transaction costs (lawyers, etc.)

Expert Advisory Opinion

Indirect costs

Mediation

Intangible costs

Mini-Trial
Binding Dispute Resolution Processes:

SESSION 11
Dispute Resolution Methodologies:

Arbitration
Judicial Proceedings

Why dispute resolution in commercial contracts?

Alternate dispute resolution methodologies
Some key issues around the arbitral clause

Case Studies: examples of a mediation, an ICC

arbitration, various LCIA disputes and a UK High Court
case.

Resource: Step chart illustrating Relative Costs of

Dispute Procedures
Q&A Session

DAY 3
SESSION 13

SESSION 12
Approaches to Prevent, Avoid, Control, Manage and De-escalate
Disputes:
Cooperation & Problem Prevention Techniques:
Assess the business's past history of problems and
disputes
Anticipate the kinds of future problems that might arise
Allocate risks realistically
Collaborate and communicate
Use financial incentives to encourage cooperation
Team-building, Partnering

Cross Border Gas Pipelines: risk management by contracts:

Host Government Agreements (HGAs)
Intergovernmental Agreements (IGAs)

Case Study: The TANAP (Trans Anatolian Pipeline)

HGA and IGA Pipeline Agreements
Case Studies and Lessons to Be Learned from Two
Major Gas Pipeline Negotiations:
The successful negotiation of Quadrant 44 gas transportation in
Southern North Sea.
The issues that caused the NabuccoGas Pipeline Project to fail
(initially proposed as a major gas transportation route from
eastern Turkey to Central Europe)

www.questmasterclass.com

Oil & Gas Contracts Negotiation &

Dispute Management Excellence 2015
3 DAY MASTER CLASS
Hotel Hilton Dubai Creek, Dubai

SESSION 14
LNG Sales and Purchase Agreements:

SESSION 16
LNG Shipping Agreements:

LNG sales and purchase agreements.

The roles of Transporter and Shipper

Typical elements of an LNG sales and purchase contract:

Types of Charter Party

Contract Period & Termination Conditions: Effectiveness of

the agreement; Termination of the agreement; and
Procedures to extend the agreement.

3rd - 5th
August
2015

Detailed Drafting ofcontractual terms for LNG Transporters

Close Out and Final Q&A Session

Sources and Supply

Quantities/ volumes and flexibility: ACT, Downwards Quality
Tolerance, Upwards Flexibility, Scheduling, Annual Delivery
Programme
Transportation
LNG Pricing/indexation adjustments: oil price linked and
hub price based.
Arbitrage and pricing of shorter term LNG trades.
Quality and Measurement
Buyer's Obligations (Take-or-Pay)
Invoicing and Payment
Miscellaneous Provisions (Force majeure)
Arbitration
Conditions Precedent/Subsequent

Major Disputes that have arisen in LNG contracts: Case

Study of Dabhol LNG

PRE-CLASS QUESTIONNAIRE (PCQ)

To ensure that you gain maximum benefit from this event, a detailed
questionnaire will be sent to you to establish exactly what your
training needs are. The completed forms will be analyzed by the
course trainer. As a result, we ensure the course is delivered at an
appropriate level and that relevant issues will be addressed. The
comprehensive course material will enable you to digest the subject
matter in your own time. This training course is designed specifically
for participants to work through a dedicated strategic planning
process. It is a high-level, intensive and vigorous programmed that
will move rapidly. The trainer will introduce the sessions and then
participants will have the opportunity to develop their own plan. It is
an extremely practical training course where participants will spend
considerable time working on their own ideas that will enable them to
achieve superior performance within their personal work domains.
This training course will contain case studies and learning principles
from various organizations, which will enable participants a frame of
reference from which they can then launch into their own activity.

SESSION 15
LNG Terminal Use Agreements:
Principal Terms
Role of Aggregator in Developing the Throughput of and LNG
Terminal.

Case Study - Singapore LNG Terminal Aggregator

Model

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Oil & Gas Contracts Negotiation &

Dispute Management Excellence 2015
Fees
USD 3450
per

3 DAY MASTER CLASS

Hotel Hilton Dubai Creek, Dubai

3rd - 5th
August
2015

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Contact: Vishwaraj Khona
Direct Line: +91 22 6771 5344
Mobile:
+91 97 6848 9999
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General Fax: +91 22 6771 5375
Email: vishwaraj@questmasterclass.com

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