Masterclass in Strategic Oil and Gas Contract Negotiation and Legal Frameworks for Legal Counsel

Module 1: The Legal Framework of International Petroleum Exploration

ü  Sources of International Energy Law: Treaties vs. Customary Law

ü  State Sovereignty and the ownership of natural resources

ü  Comparison of Civil Law vs. Common Law applications in energy

ü  Licensing rounds and the legal process of awarding rights

ü  Practical Session: Comparative analysis of a model license agreement versus a tailored concession.

Module 2: Host Government Contracts: Concessions, PSCs, and Service Agreements

ü  Evolution of the Production Sharing Contract (PSC)

ü  Analyzing the Concession/Tax-and-Royalty system

ü  Risk Service Contracts vs. Pure Service Agreements

ü  Key legal differences in revenue-sharing vs. production-sharing

ü  Practical Session: Drafting the "Granting Clause" for a new frontier basin exploration block.

Module 3: Negotiating Joint Operating Agreements (JOAs)

ü  The role of the Operator and the Non-Operating Partners

ü  Rights and obligations under the AIPN (Association of International Petroleum Negotiators) Model JOA

ü  Voting procedures and Cash Calls: Legal remedies for default

ü  Sole Risk, Ensemble, and Withdrawal provisions

ü  Practical Session: Negotiating a "Remove the Operator" clause in a simulated joint venture deadlock.

Module 4: Midstream and Downstream Contractual Structures

ü  Gas Sales and Purchase Agreements (GSPAs)

ü  Understanding "Take-or-Pay" and "Ship-or-Pay" obligations

ü  Throughput Agreements and pipeline access rights

ü  Refinery supply agreements and price indexation legalities

ü  Practical Session: Reviewing a Force Majeure clause in the context of global supply chain disruptions.

Module 5: Liabilities, Indemnities, and Risk Allocation

ü  The "Knock-for-Knock" indemnity system in offshore operations

ü  Gross Negligence vs. Willful Misconduct: Legal thresholds

ü  Direct vs. Consequential loss: Drafting exclusions that hold up in court

ü  Pollution liability and the "Polluter Pays" principle

ü  Practical Session: Drafting a multi-party indemnity agreement for a subsea construction project.

Module 6: Stabilization Clauses and Fiscal Regimes

ü  Freezing clauses vs. Equilibrium clauses

ü  Managing the "Obsolescing Bargain" in long-term projects

ü  Legal protections against "Windfall Taxes" and changing fiscal terms

ü  The impact of Bilateral Investment Treaties (BITs) on contract stability

ü  Practical Session: Analyzing the effectiveness of a stabilization clause against a hypothetical change in tax law.

Module 7: Local Content, ESG, and Human Rights Compliance

ü  Legal enforcement of Local Content requirements

ü  Integrating ESG (Environmental, Social, and Governance) into the main contract

ü  Anti-Bribery and Corruption (ABC) clauses: FCPA and UK Bribery Act compliance

ü  Climate change litigation and its impact on contract drafting

ü  Practical Session: Auditing a contract for "modern slavery" and transparency compliance requirements.

Module 8: Advanced Negotiation Psychology for Legal Counsel

ü  Interest-based vs. Position-based negotiation in energy

ü  Managing the "Power Imbalance" between National Oil Companies (NOCs) and IOCs

ü  Strategies for breaking deadlocks in multi-billion-dollar deals

ü  The role of the "Lead Counsel" in the negotiation room

ü  Practical Session: A 3-hour mock negotiation simulation of a Farm-out agreement.

Module 9: Termination, Decommissioning, and Post-Contractual Obligations

ü  Legal triggers for contract termination

ü  Decommissioning security agreements (DSAs) and financial guarantees

ü  Transfer of assets and data at the end of the contract term

ü  Surviving clauses: Confidentiality and Dispute Resolution

ü  Practical Session: Calculating legal liability for a site restoration project under an old concession.

Module 10: International Dispute Resolution and Arbitration

ü  Choosing the right seat of arbitration (ICC, LCIA, ICSID)

ü  Drafting effective multi-tiered dispute resolution clauses

ü  Enforcement of awards under the New York Convention

ü  Expert determination vs. Arbitration in technical disputes

ü  Practical Session: Drafting a dispute resolution clause for a project involving three different jurisdictions.

About Our Trainers

Our lead trainers are distinguished legal practitioners with extensive backgrounds in international energy law. They include former General Counsels of major oil firms and senior partners from top-tier global law firms. With decades of experience in high-value arbitrations and successful negotiations in Africa, the Middle East, and Latin America, they bring unparalleled practical insight into the classroom.

Quality Statement

Phoenix Center for Policy, Research and Training is dedicated to providing premium professional development. Our curriculum is rigorously reviewed to ensure it aligns with the Association of International Energy Negotiators (AIEN) standards and current global legal precedents. We utilize the most recent case law and model contracts to provide an education that is as current as it is comprehensive.

Tailor-Made Courses

We understand that every organization has unique challenges and opportunities as well as unique training needs. Phoenix Training Center offers tailor-made courses designed to address specific requirements and challenges faced by your team or organization. Whether you need a customized curriculum, a specific duration, or on-site delivery, we can adapt our expertise to provide a training solution that perfectly aligns with your objectives. We can customize this Course to focus on your industry, specific risk profile, or internal stakeholder dynamics. Contact us to discuss how we can create a bespoke training program that maximizes value and impact for your team. For further inquiries, please contact us on Tel: +254720272325 / +254737296202 or Email training@phoenixtrainingcenter.com

Admission Criteria

ü  Participants should be reasonably proficient in English. 

ü  Applicants must live up to Phoenix Center for Policy, Research and Training admission criteria.

Terms and Conditions

ü  Discounts: Organizations sponsoring Four Participants will have the 5th attend Free

ü  What is catered for by the Course Fees: Fees cater for all requirements for the training – Learning materials, Lunches, Teas, Snacks and Certification. All participants will additionally cater for their travel and accommodation expenses, visa application, insurance, and other personal expenses.

ü  Certificate Awarded: Participants are awarded Certificates of Participation at the end of the training.

ü  The program content shown here is for guidance purposes only. Our continuous course improvement process may lead to changes in topics and course structure.

ü  Approval of Course: Our Programs are NITA Approved. Participating organizations can therefore claim reimbursement on fees paid in accordance with NITA Rules.

Booking for Training

Simply send an email to the Training Officer on training@phoenixtrainingcenter.com and we will send you a registration form. We advise you to book early to avoid missing a seat to this training. Or call us on +254720272325 / +254737296202

Payment Options

We provide 3 payment options, choose one for your convenience, and kindly make payments at least 5 days before the Training start date to reserve your seat:

ü  Groups of 5 People and Above – Cheque Payments to: Phoenix Center for Policy, Research and Training Limited should be paid in advance, 5 days to the training.

ü  Invoice: We can send a bill directly to you or your company.

ü  Deposit directly into Bank Account (Account details provided upon request)

Cancellation Policy

ü  Payment for all courses includes a registration fee, which is non-refundable, and equals 15% of the total sum of the course fee.

ü  Participants may cancel attendance 14 days or more prior to the training commencement date.

ü  No refunds will be made 14 days or less before the training commencement date. However, participants who are unable to attend may opt to attend a similar training course at a later date or send a substitute participant provided the participation criteria have been met.

Accommodation and Airport Transfer

For physical training attendees, we can assist with recommendations for accommodation near the training venue. Airport pick-up services can also be arranged upon request to ensure a smooth arrival. Please inform us of your travel details in advance if you require these services. For reservations contact the Training Officer on Email: training@phoenixtrainingcenter.com or on Tel: +254720272325 / +254737296202