Association of International Petroleum Negotiators Institute for Energy Law of The Center for American and International Law International Oil & Gas Law, Contracts, and Negotiations Doubletree by Hilton Houston Downtown Houston, Texas PART 1 PART 2 From Concept to Discovery From Discovery to Decommissioning September 26-30, 2016 October 3-7, 2016 Risks of International Investments International Project Development Risks Confidentiality Agreements Sanctions Ethics and Anti-Bribery Compliance Boundary Disputes Bidding Agreements Seismic Contracts, Data Use & Exchange Agreements AMI Agreements Unconventional Resources Development Granting Instruments Crude Oil Marketing Stabilization Issues International Drilling and Service Contracts Joint Operating Agreements Corporate Social Responsibility & Business Ethics JOA Accounting Procedures Decommissioning Issues Participation (Farmout) Agreements Stock Purchase Agreements Unitization Issues International Dispute Resolution Crude Oil Lifting Agreements Natural Gas Sales Agreements International Dispute Resolution Natural Gas Pipeline Transportation Natural Gas Balancing LNG Project Development These courses are limited to 100 participants each week. International Oil & Gas Law, Contracts, and Negotiations Part 1 – From Concept to Discovery MONDAY, SEPTEMBER 26 TUESDAY, SEPTEMBER 27 9:00-9:15 Introductions 9:00-10:30 HARRY W. SULLIVAN, JR., International Energy Attorney, Dallas Granting Instruments ELIZABETH ELJURI, Chief Negotiator and Chief Legal Counsel, • Concessions Sierra Oil and Gas, Mexico City • Production sharing contracts • Risk service contracts 9:15-10:15 • Other provisions International Oil & Gas Issues and Risks JENNIFER JOSEFSON, Partner, King & Spalding LLC, Moscow of International Investment JUSTIN T. STOLTE Manager, Business Development, Apache • Overview of the international oil and gas industry Corporation, Houston • Historical and anticipated risks and rewards inherent in the ELIZABETH ELJURI, Chief Negotiator and Chief Legal Counsel, industry Sierra Oil and Gas, Mexico City CHRIS MOYES, President, Moyes & Co., Dallas 10:30-10:45 Hosted Refreshment Break 10:15-10:30 Hosted Refreshment Break 10:45-12:30 10:30-12:30 Granting Instruments (continued) Confidentiality Agreements • Purpose and key provisions in a confidentiality agreement 12:30-2:00 Hosted Networking Luncheon • Review of the AIPN Model Form Confidentiality Agreement, which provides protection for valuable information 2:00-4:00 and data that is shared with another company Granting Instruments (continued) FELIPE ALICE, Partner, Morgan Lewis & Bockius LLP, Houston ERIC FRY, Director - International Negotiations, Anadarko 4:00-4:15 Hosted Refreshment Break Petroleum Corporation, Houston 4:15-5:30 12:30-2:00 Lunch - On Your Own Stabilization Issues in Granting Instruments • Change of law as one of the main risks in the 2:00-4:00 international oil and gas industry Ethics and Anti-Bribery Compliance • Stabilization as one method to address the change • Bribery and corruption combated through a variety of law risk of treaties, conventions, and laws JOHN P. BOWMAN, Partner, King & Spalding LLP, Houston • Business ethics and principles critical to working in the CAROLINA AZEREDO GUERRA, Senior Legal Counsel, Shell international oil and gas industry Oil Company, Houston • Traps for the unwary JAY G. MARTIN, Vice President, Chief Compliance Officer, and Senior Deputy General Counsel, Baker Hughes Incorporated, WEDNESDAY, SEPTEMBER 28 Houston. 9:00-10:30 4:00-4:15 Hosted Refreshment Break Joint Operating Agreements • Rights, duties, and obligations of co-venturers in 4:15-6:00 the same oil and gas contract area Bidding Agreements and AMI Agreements • AIPN 2012 Model Form International Operating Agreement • Review of the AIPN Model Form Study and Bid Group MILES PRILLAMAN, Assistant Chief Attorney, Development, Agreement, which provides a basis for companies to Exxon Mobil Corporation, Houston establish a consortium to cooperate in bidding for DAVID H. SWEENIE, Partner, K&L Gates LLP, Houston or acquiring oil and gas granting instruments • Review of area of mutual interest (AMI) agreements, 10:30-10:45 Hosted Refreshment Break and their purposes and functions ED TURNER Counsel, Exxon Mobil Corporation, Houston 10:45-12:30 HOLLY M. CHRISTIE, Associate, K&L Gates LLP, Houston Joint Operating Agreements (continued) 6:00-7:00 Hosted Reception 12:30-2:00 Lunch - On Your Own International Oil & Gas Law, Contracts, and Negotiations Part 1 – From Concept to Discovery (continued) 2:00-4:00 Joint Operating Agreements (continued) FRIDAY, SEPTEMBER 30 4:00-4:15 Hosted Refreshment Break 9:00-10:00 Crude Oil Lifting Agreements 4:15-5:30 • How each co-venturer takes its share of oil and gas production JOA Accounting Procedures • AIPN Model Form Lifting Procedure • Accounting for and sharing of costs FRANK L. CASCIO, JR., Partner, Barnes & Cascio LLP, Houston BEN H. WELMAKER, JR., Attorney at Law, Houston D. MARIE WAGNER, Senior Counsel-International, Anadarko Petroleum Corporation, Houston THURSDAY, SEPTEMBER 29 10:00-10:15 Hosted Refreshment Break 9:00-10:30 10:15-12:15 Participation (Farmout) Agreements International Dispute Resolution • A vehicle to acquire an interest in an oil and gas granting • Successful resolution of disputes between parties instrument by performing or paying for specified work is essential for business to succeed under the granting instrument • International arbitration — an impartial private method • AIPN Model Form International Farmout Agreement of resolving disputes ELIZABETH ELJURI, Chief Negotiator and Chief Legal Counsel, • AIPN Model Form Dispute Resolution Provisions Sierra Oil and Gas, Mexico City JOHN P. BOWMAN, Partner, King & Spalding LLP, Houston MICHAEL P. DARDEN, Partner, Latham & Watkins LLP, Houston 12:15 Adjournment 10:30-10:45 Hosted Refreshment Break 10:45-12:30 Participation Agreements (continued) PROGRAM CHAIRS: Harry W. Sullivan, Jr., International Energy Attorney, Dallas, Texas 12:30-2:00 Lunch - On Your Own Elisabeth Eljuri, Vice President, Chief Negotiator, and Chief Legal 2:00-4:00 Counsel, Sierra Oil & Gas Company, Mexico City, Mexico Unitization Issues Participants may pick up their program materials on Monday, • Development of a common oil and/or gas reservoir that September 26, starting at 8:15am at the course regis tration desk underlies more than one contract area (a single unit is at the Doubletree Hotel Downtown, 400 Dallas Street, Houston, good international oil and gas field practice) Texas 77002, USA. Sessions will meet at this hotel daily. • Mechanics of unitization • AIPN Model Form Unitization and Unit Operating Agreement DAVID F. ASMUS, Partner, Morgan, Lewis & Bockius LLP, Houston STEVEN P. OTILLAR, Partner, Akin Gump Strauss Hauer & Feld LLP, Houston 4:00-4:15 Hosted Refreshment Break 4:15-5:30 Unitization Issues (continued) International Oil & Gas Law, Contracts, and Negotiations Part 2 – From Discovery to Decommissioning 4:00-4:15 Hosted Refreshment Break MONDAY, OCTOBER 3 4:15-6:00 9:00-9:15 Introductions Crude Oil Marketing HARRY W. SULLIVAN, JR., International Energy Attorney, Dallas • Selling and monetization of oil once it is produced ELIZABETH ELJURI, Chief Negotiator and Chief Legal Counsel, • Crude oil sales transactions — often done over the phone Sierra Oil and Gas, Mexico City and documented through relatively simple contracts • Importance of customs and practices 9:15-10:15 FRANK L. CASCIO, JR., Partner, Barnes & Cascio LLP, Houston Overview of International Oil & Gas Issues D. MARIE WAGNER, Senior Counsel-International, Anadarko and International Project Development Risks Petroleum Corporation, Houston • Overview of the international oil and gas industry • Historical and anticipated risks and rewards inherent 6:00-7:00 Hosted Reception in the industry Speaker to be announced TUESDAY, OCTOBER 4 10:15-10:30 Hosted Refreshment Break 9:00-10:30 10:30-11:30 International Drilling and Service Contracts Sanctions • Services provided by service companies in support • Review of governmental sanctions that may impact of petroleum operations under granting instruments international oil and gas developments • Primary issues in service contracts, including warranty ANDREW MELSHEIMER, Partner, Thompson & Knight, Dallas and cross-indemnity provisions WILLIAM W. PUGH, Partner, Liskow & Lewis, Houston 11:30-12:30 OWEN L ANDERSON, Professor, Kay Bailey Hutchison Boundary Disputes - UNCLOS and Cross Boundary Center for Energy, Law & Business, Houston Project Structure • Oil and gas reservoirs underlying country borders 10:30-10:45 Hosted Refreshment Break • When the border is not defined, there may be significant delays in exploring for oil and gas 10:45-12:30 • Review of past solutions for cross boundary developments International Drilling and Service Contracts ANDREW MELSHEIMER, Partner, Thompson & Knight, Dallas (continued) JUSTIN STUHLDREHER, Associate General Counsel, BHP Billiton Petroleum, Houston 12:30-2:00 Hosted Networking Luncheon 12:30-2:00 Lunch - On Your Own 2:00-4:00 International Drilling and Service Contracts (continued) 2:00-3:00 Seismic Contracts, Data Use, and Exchange Agreements 4:00-4:15 Hosted Refreshment Break • Overview of the data and operations being covered by these contracts 4:15-5:30 • General discussion of the key provisions of the contracts Corporate Social Responsibility and Business Ethics • Detailed discussion of some of the complexities and key nego- • What is involved in corporate social responsibility tiation issues for