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UROA Canadian User's Guide

(Co-chaired by: Chad Roth, Sean Korney, Jay Todesco)

The objective of the drafting committee is to develop a Canadian User's Guide to support the adaption of the 2014 Unconventional Resources Operating Agreement for use in the Canadian unconventional resources industry. The form and approach of the User's Guide will be generally consistent with the AIPN committee formed to create the JOA Australian User's Guide.

Asset Purchase and Sale Agreement

(Co-chaired by: Uisdean Vass, Chris Strong, Scott Porter)

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.

Unconventional Resources Operating Agreement (UROA) Accounting Procedure

(Co-chaired by: Don Wendland and Lary Sides)

A drafting committee is being formed to review and modify the 2012 Accounting Procedures to complement the AIPN 2014 Unconventional Resources Operating Agreement. The objective is to encompass the unique operations and accounting treatments used for exploring and operating unconventional resources. The drafting committee is co-chaired by Don Wendland (Noble Energy) and Lary Sides (Chevron).

AIPN Farmout Agreement - Revision of 2004 Model Contract

(Co-chaired by: Frank Cascio, Michael Darden, Jennifer Josefson)

This drafting committee has been formed to review and update the 2004 AIPN Model Farmout Agreement, Guidance Notes and Letter of Intent. The drafting committee will be co-chaired by Frank Casio (Partner, Barnes & Cascio), Michael P. Darden (Partner, Latham & Watkins) and Jennifer Josefson (Partner, King & Spalding).

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.