Joint Operating Agreements

Table of contents Introduction Glossary 1. First principles Mineral laws and concessions The JOA and the concession The logic for a joint venture and a JOA Evolution in the JOA relationship Model form contracts Incorporated and unincorporated joint ventures 2. Duration Execution and effective dates Duration and termination Surviving provisions Pre-JOA arrangements Chronology of the JOA 3. Parties and participating interests The parties Collateral support Participating interests Government participation Carried interests 4. Scope Defining the joint operations Defining the excluded operations Evolution in the scope 5. Exclusive operations Defining exclusive operations Exclusive operations mechanics Excluding exclusive operations 6. The operator The operator's advantage Selection of the operator The role of the operator Removal of the operator Contracted operators Incorporated operators Split operators 7. The operating committee The role of the OpCom The mechanics of the OpCom Subcommittees Voting control 8. Cost control and contracting Work programmes and budgets Authority for expenditure Contract awards Affiliate contracts Federal contracts 9. Petroleum allocation, lifting and disposal Petroleum allocation Petroleum lifting Petroleum disposal 10. Transfers Transfers under applicable law Transfer mechanics in the JOA Pre-emption rights Change of control Affiliate transfers 11.Withdrawal The withdrawal principle Withdrawal mechanics Partial withdrawal The consequences of withdrawal 12. Liabilities The operator's liability to the parties The liability of the parties Third party liabilities Liabilities and insurance Limitations to the indemnity obligation Further liability provisions General liability 13. Decommissioning The decommissioning phase The regulatory regime Decommissioning security Decommissioning and the JOA 14. Default The definition of default The reaction to default The remedies for default Forfeiture Default remedies in modern JOAs 15. Dispute resolution The need for a dispute resolution mechanism Dialogue Expert determination Arbitration and litigation Jurisdiction Consolidation Sovereign immunity 16. The accounting procedure Accounting principles Contents of the accounting procedure Issues with the accounting procedure 17. Other provisions Confidentiality and announcements Corporate and social responsibility Entire agreement Force majeure Governing law Health, safety and the environment Insurance Litigation management Notices Secondment Third party performance Warranties and representations Appendices A. Operator and Non-Operator Perspectives The operator's perspective The non-operating parties' perspective Reconciling the operational perspectives B. Partnership and the JOA The definition and the consequences of a partnership The JOA as a partnership C. Farmout Agreements and the JOA The purpose of the FOA Issues with the FOA D. Unitisation and the JOA The mechanics of unitisation The UUOA and the JOA E. Fiduciary Duties and the JOA The meaning and the consequences of a fiduciary duty Fiduciary duties in the context of the JOA The treatment of fiduciary duties in the JOA 5