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Joint Operating Agreement - Revision of 2012 Model Contract

(Co-chaired by: Paul Deemer, Edward Harper and Shona Walker)

This drafting committee is undertaking the revision of the 2012 Model Joint Operating Agreement (JOA). The committee undertaking this project will be led by Paul Deemer, Edward Harper and Shona Walker and will review the model form and its exhibits in light of experience with its use over the past 7 years, discuss any enhancements and clarifications that are desirable, and generally update the form. Among issues to be examined are whether there have been developments in the international petroleum industry over the past 7 years that make changes or additional clauses necessary, and whether any provisions (or alternative clauses) are no longer relevant.

LNG Sale and Purchase Agreement

(Co-chaired by: James English, Patricia Tiller, Ryan Pereira)

The newly formed LNG Sale and Purchase Agreement committee has the objective of drafting an AIPN Model Form LNG SPA. This LNG SPA will only address the sale and purchase of LNG on a long-term FOB basis, and will not address sales contemplating a DES/DAP structure. The committee will however draft guidance notes to discuss conversion of the base agreement to a DES/DAP structure. Key issues will include purchase structure, start date, term, contract quantity, pricing, price review, quality standards, destination restrictions and flexibility, force majeure, scheduling, and transportation. The Committee will generally adopt the boilerplate terms of the LNG MSA. As a general objective, the agreement will attempt to provide the LNG industry with a neutral agreement appropriate for long term buyers, producers, and portfolio aggregators.

Asset Purchase and Sale Agreement

(Co-chaired by: Uisdean Vass, Chris Strong, Elias Nucette)

The newly formed Asset Sale and Purchase Agreement Committee has the objective of drafting an AIPN Model Form Asset SPA. This SPA will only address the sale and purchase of a share in a granting instrument for a monetary value, and will not address a corporate acquisition scenario. Key issues will be the structure for calculating the consideration (including adjustment to the purchase price), representations and warranties, and decommissioning and environmental matters. The Committee will take substantial but not exclusive guidance from English practice and will also attempt to harmonise its approach (to the extent possible) with the existing model form Farmout Agreement. While US and UK style SPAs are well accepted and worked with in their home jurisdictions, we feel that a synthesis of UK, US and other national styles will be helpful for varied international contexts. We are keen to get the input not only of legal practitioners but of commercial negotiators and academics/students.

Area of Mutual Interest Agreement

(Co-chaired by: Peter Sloan, Stacy Feltham and David Bate)

The objective of the drafting committee will be to develop a Model AMI Agreement utilizing alternatives and options as necessary to reflect different approaches to AMIs in common use in the international petroleum industry.

Services Agreements and Drilling Contract

(Co-chaired by: William Pugh, Charles White, Buford Pollett, Tom Schmid)

Services Agreements and Drilling Contract

Unitization & Unit Operating Agreement - Revision of 2006 Model Contract

(Co-chaired by: David Asmus, Andrew Derman)

This drafting committee is undertaking the revision of the 2006 Model Unitization and Unit Operating Agreement (UUOA). The committee undertaking this project will be led by David Asmus and Andrew Derman and will review the model form and its exhibits in light of experience with its use over the past 8 years, discuss any enhancements that are desirable, and update the operating agreement portions of the form in line with intervening changes in the AIPN Model Form International Joint Operating Agreement. Among issues to be examined are whether the form should be split into a separate unit agreement and unit operating agreement, whether there should be a companion pre-unitization agreement, how to address unitizations where one or both blocks have already been in production, how to reconcile conflicting provisions in the affected host government agreements, whether carried interests should be addressed, and whether, and how, to address exploration and appraisal within units.