This Africa Oil & Gas Master Class Workshop will present logical and systematic approach to effective commercial Oil & Gas contracts, negotiations and risk management from both an International and specific African perspective.

1. THINKING BEYOND THE OBVIOUS
MASTER CLASS
AFRICA
Oil & Gas Contracts
Cape Town, South Africa
27 – 28 October 2011 at the Pavilion Conference Centre
Accra, Ghana
1 – 2 November 2011 at the M Plaza Hotel
BENEFITS OF ATTENDING
• All sessions will be presented with a highly interactive and
practical approach with prepared experience based questions for group discussion.
• Each presentation is designed to give delegates a practical understanding of the
commercial risks involved in Oil & Gas contracts and how delegates can use solutions
presented to address these risks and translate them into appropriate clauses in agreements.
• The course will deal with the different types of agreements that are in common use and our expert
presenters will guide participants through best practice drafting techniques.
• Our expert facilitators will employ real-life case studies (and visuals where needed) with the aim of
enabling delegates to think in a particular way in order to identify potential risks early enough in the
negotiation process, thereby ensuring that they are appropriately addressed.
• The course will present logical and systematic approach to effective commercial Oil & Gas contracts,
negotiations and risk management from both an International and specific African perspective.
If you are involved or looking to be involved in Oil & Gas contracts then this course is a must attend!
If you want to get emerging insight into Oil & Gas Contracts from both international and specific
African perspective, you don’t want miss this Africa Oil & Gas Contracts
for more information, please contact Ola Odejayi
+27 72 550 0562 • ola@gptrainingsa.com • www.gptrainingsa.com
Endorsed by

2. CA Oil & Gas Contracts 2011
OVERVIEW EXPERT FACILITATORS
This highly practical and interactive Africa Oil & Gas Contracts
course will provide unparalleled insight into key emerging
contractual issues in the Oil & Gas industry.
Amongst others, this course will provide emerging insights into:
• Government Petroleum Contracts (GPCs - including PSCs)
• International Joint Operating Agreements (JOAs)
• International Area of Mutual Interest Agreements (AMIs) Frank Alexander
• International Study and Bid Group Agreements (SBAs) Frank is a partner in the Calgary office of Fraser Milner
• Service Contracts (SCs) Casgrain LLP and is the Leader of FMC’s International
• International Farmout Agreements (“FOAs”) Petroleum Law Practice Group. Frank practises exclusively
in the area of international energy law (petroleum
• Effective techniques for negotiation of International projects outside of Canada). He has 30 years experience
Petroleum Contracts in petroleum projects worldwide. Frank has assisted with
international energy projects in Europe, Asia, Africa, South
The course will further cover aspects of legal and commercial
risk management that have to be taken into consideration when America, Central America, the Middle East, Australia,
negotiating and drafting Oil & Gas contracts with specific focus New Zealand and the former Soviet Union. His practice
on “marginal oilfield development projects.” Significant includes government petroleum contracts (including PSCs),
attention will also be given to drafting and negotiation of Floating JOAs, farmout agreements, AMI agreements, unitization
Production Storage and Offtake (FPSO) contracts. As a delegate, agreements, gas sales agreements, study and bid agreements,
you are guaranteed unique insight into how the world’s leading and structuring for security of investment (inclusive of
Oil & Gas corporations are responding to emerging contracting & investment treaty and dispute resolution considerations) and
challenges and the best practices/solutions employed. You will also tax efficiency. Frank serves on the AIPN Board of Directors
get insightful perspective into aspects of Association of International and is also the current AIPN Regional Chapter Director
Petroleum Negotiators’ (AIPN) contract models. for Canada
WHO SHOULD ATTEND
• Oil & Gas lawyers who want to refresh their negotiating skills
• Contract & Commercial negotiators wanting to move to the
next level of performance
• In-house lawyers and legal teams
• Procurement, Sales & Public Relations Directors/Managers Barrisford Petersen
• Contract Managers, Analysts & Administrators Barrisford is partner and Head of Oil & Gas division of
• Contract Engineers Bowman Gilfillan South Africa. He has studied extensively
• Company Secretaries overseas and is an advocate of the Supreme Court of South
• Contractors & Sub-contractors to the petroleum industry and Africa. He is an international oil and gas law specialist with
host governments more than 15 years experience in the industry. He previously
worked as the manager for legal services for an oil and gas
company. He later established and managed his private legal
practice focused exclusively on African Oil and Gas activities.
Media Partner Barrisford has extensive experience in the international Oil
and Gas industry having worked closely and successfully with
a number of local and international Oil and Gas companies
doing business in Africa.
GLOBAL PROSPECTUS TRAINING (PTY) LTD. Chief Executive O er - Dhevaraj Pillay
Johannesburg - Tel: +27 11 781 6222 Fax: +27 11 781 6044 Marketing - m2@globalprospectus.co.za Auditors - Russell Bedford SA (Jhb) Inc.
Pietermaritzburg - Tel: +27 33 391 4229 Fax: +27 33 391 5722 Design - www.designmaster.co.za (071 018 8355) Legal - DA Morris & Associates

3. CA Oil & Gas Contracts 2011
COURSE AGENDA DAY 1
Session One Session Three
Government petroleum contracts (including International Confidentiality Agreements
PSCs) (“GPCs”)
• Insights into the AIPN model
This opening session will be focus on: • Focus issue:
• Comparison of different upstream petroleum regime - Should we include a non-competition clause or
designs - (Understanding the host Country perspective, an AMI agreement?
and the International Oil Company (“IOC” perspective)
• Fiscal comparison of different upstream petroleum International Area of Mutual Interest
regimes— (Profit & Revenue split) Agreements (“ AMIs”)
• Minimum work program commitments and financial Focus will be on observations concerning the draft AIPN
commitments model, including:
• Commerciality and Development— (Including the - “Up-front” alternative versus the
IOC’s rights to construct pipelines) “After the Fact” alternative
• IOC right to export and to retain proceeds of sale - Considerations regarding selection of
offshore without mandatory conversion obligation alternative remedies for breach
• IOC rights to transfer hard currency
• IOC right to assign - and associated requirement of
government approval Session Four
• Government Participation International Study and Bid Group
• Natural gas provisions Agreements (“SBAs”)
• Respective rights of IOC and government in the case of • Observations concerning the AIPN model, including:
force majeure - How to deal with conflicting “Minimum
• Government right to terminate Material Provisions” proposed by the respective
• Why it makes a difference if a national oil company signs IOC partners
GPC instead of the host country (government) itself?
• Effect of a regime change on the enforceability of a GPC International Farmout Agreements (“FOAs”)
• IOC rights in the case of “creeping expropriation” • Observations concerning the AIPN model, including
(unilateral increase by host country of IOC fiscal - Insights into the AIPN Model Term sheet
obligations) and in the case of expropriation per se preliminary to negotiation of FOA
- Considerations associated with requiring the
Session Two Farmor to transfer the interest in advance of
Stability of Contract (GPCs-continued) work program performance by the Farmee
Due to recent events in countries such as Venezuela, Ecuador, Session Five
Bolivia, Russia, and Kazakhstan, sophisticated international Drafting and negotiating floating
oil companies now take better steps to provide for security production storage and off take
of investment and fiscal stabilization under PSCs and other
government petroleum contracts. Thus, this session will cover (“FPSO”) agreements
issues pertinent to:
• Stabilization provisions • What makes them so challenging?
• International arbitration • Lead time and conversion
• Stipulation of governing law • Tendering process
• Host country waiver of immunity from execution • Procurement related issues
• Structuring to come under an applicable arbitral award • Form of agreement
enforcement treaty • Dealing with the contractual term
• Structuring to come under an applicable investment • Dealing with financing and payments
treaty (on the most tax efficient basis possible). • Reflecting reservoir risk in your agreement
• Significance of arbitral rules such as UNCITRAL, ICC, • Changes in the market
LCIA, and ICSID • Risks that must be considered and addressed
• Enforcement of arbitral awards - ICSID and the New
York Convention General Questions & Discussion & Close of Day 1
GLOBAL PROSPECTUS TRAINING (PTY) LTD. Chief Executive O er - Dhevaraj Pillay
Johannesburg - Tel: +27 11 781 6222 Fax: +27 11 781 6044 Marketing - m2@globalprospectus.co.za Auditors - Russell Bedford SA (Jhb) Inc.
Pietermaritzburg - Tel: +27 33 391 4229 Fax: +27 33 391 5722 Design - www.designmaster.co.za (071 018 8355) Legal - DA Morris & Associates

4. CA Oil & Gas Contracts 2011
COURSE AGENDA DAY 2
Session six Session Eight
“Marginal oilfield development project” – Continuation of Marginal oilfield development project
(Negotiation & Contracts)
Procurement
This highly practical and interactive session will begin with a • Tendering and sole sourcing
video presentation of “Oribi Oilfield development in South • Prequalification
Africa.” The aim is to give delegates a background visual • Tendering procedures
overview of the complexities and risks in bringing an oilfield • Draft agreements in tenders
into development. • Controlling the process
• Domestic labour and supply obligations
Focus topics will include: • Negotiating the project agreements
• Importation and customs related matters
Understanding Marginal field
• Reserves in place
• Oil price Issues that give rise to disputes between
• Location and market • Joint ventures and partners
• Modelling the conceptual development plan • Company and contractor
• Regulatory environment • Contractor and contractor
• Geographical environment • Company and State
Contractor and State
Size of the company and the establishment Resolving disputes
of the project team • Understanding the risks
• Joint ventures and partners • The problem with conventional dispute resolution
• Skills and resources; procedures
• Company’s capacity to accept risk; • Drafting effective dispute resolution procedures
• Defining a reasonable “First Oil Date” • Using independent experts and their terms of reference
Session seven Session Nine
Continuation of Marginal oilfield development project International Joint Operating Agreements
(“JOAs”) and associated Accounting
Project phases Procedures (“APs”)
• Capex and Opex phases
• Drilling and completion phase • The concluding session will focus on further insights into
• Pre-mobilisation phase AIPN models
• Mobilisation phase • Focus issues will including considerations associated with:
• Commissioning and acceptance phase - Government Participation
• Operational phase - “Minimum Work Obligations”
• Termination phase - Sole risk of development
• Decommissioning phase - Transfer and change of control
- Pre-emptive rights
- Selection, and implementation, of alternative
Finding the right contractor remedies for default, including particular issues
• Allocation of responsibilities regarding expert valuations in the context of the
• When is a lead contractor is required “Buy-out” remedy
• Nature of the contractual relationship with contractors - Election to include the requirement of
• Managing contractors through the various phases Operating Committee or Non-Operator
• Dealing with critical path matters approval of AFEs
• Incentives and penalty arrangements - Applicable triggers for Non-Operators to pay
cash calls.
SPECIALISED IN-HOUSE TRAINING SOLUTION! Negotiation of international
petroleum agreements
Global Prospectus enables a platform for cutting edge, solution driven and innovative • Emerging Issues
in-house training that are specially and specifically customised for your department, • Emerging effective and efficient practices
company or organisation at reasonable cost, at your venue and for your convenience!
We provide strategic insight of absolute value … • Dealing with “challenging” negotiator counterparts
For your in-house training solution, please drop us an email, give us a call, or send us a fax General Questions & Discussion & Close of Day 2
GLOBAL PROSPECTUS TRAINING (PTY) LTD. Chief Executive O er - Dhevaraj Pillay
Johannesburg - Tel: +27 11 781 6222 Fax: +27 11 781 6044 Marketing - m2@globalprospectus.co.za Auditors - Russell Bedford SA (Jhb) Inc.
Pietermaritzburg - Tel: +27 33 391 4229 Fax: +27 33 391 5722 Design - www.designmaster.co.za (071 018 8355) Legal - DA Morris & Associates