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The AIPN Joint Operating Agreement

The AIPN Joint Operating Agreement

Reg Fowler

(2019)

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Book Details

Abstract

The Association of International Petroleum Negotiators (AIPN) model form joint operating agreement (JOA) was first issued in 1990 and has undergone a number of subsequent revisions. It is the most widely-used (although not always the most liked) joint operating agreement in international conventional oil and gas projects today. This book offers a pragmatic, detailed clause-by-clause review of the most recent (2012) version of the conventional petroleum AIPN JOA. Each clause is analysed in depth by reference to: (1) a statement of what the clause says; (2) a summary of the intended meaning of the clause; and (3) observations on how the clause tends to be modified in practice and might be improved. The book also analyses the major appendices of the AIPN JOA, including the accounting procedure and the lifting procedures. This book is written by experienced practitioners who together have many years of knowledge and understanding in redrafting, negotiating and applying the AIPN JOA. It will be invaluable to legal representatives, financiers, commercial managers, operational personnel and government parties who are dealing with the AIPN JOA, whether for the first time or from a position of relative familiarity.

Table of Contents

Section Title Page Action Price
Cover Cover
Title Page 1
Copyright Page 2
Table of Contents 3
Introduction 5
Article 2: Term and Termination 7
Article 3: Scope 17
Article 4: Operator 31
Article 5: Operating Committee 83
Article 6: Work Programs and Budgets 105
Article 7: Operations by fewer than all Parties 141
Article 8: Default 183
Article 9: Disposition of Production 213
Article 10: Decommissioning and Abandonment 261
Article 11: Surrender, Extensions and Renewals 313
Article 12: Transfer of Interest or Rights and Changes in Control 319
Article 13: Withdrawal from Agreement 383
Article 14: Relationship of Parties and Tax 405
Article 15: Venture Information, Confidentiality, Intellectual Property 417
Article 16: Force Majeure 443
Article 17: Notices 449
Article 18: Applicable Law, Dispute Resolution, Waiver of Sovereign Immunity 453
Article 19: Allocation of Cost and Profit Hydrocarbons 467
Article 20: General Provisions 479
The Accounting Procedure 495
Appendices 533
Appendix 1: Definitions and Interpretations 533
Appendix 8A: Further Commentary on Article 8.4.G 545
Appendix 9A: Use of the Lifting Agreement 548
Appendix 9B: Specific Issues relevant to Associated Natural Gas 554
Appendix 10A: Articles 6.4.A, 6.5, 10.4 and Decommissioning Procedures Sections 3.1 and 3.2 – the Operator’s Duty to Update Decommissioning Estimates and Plans 556
Appendix 12A: Article 12.1.B Alternative 559
Appendix 12B: Article 12.1.B Alternative 562
Appendix 12C: Articles 12.2.D and 12.2.E – interests of Lien Holders 564
Appendix 12D: ‘Cash Value’ and its significance for drafting pre-emption notices under Article 12 568
Appendix 12E: ‘Cash Value’ in volatile markets 573
Appendix 18A: The application of civil law to the JOA 575
Appendix 19A: Simplified worked example of the allocation of Cost Hydrocarbons and Profit Hydrocarbons by exploitation areas or type of operations 580
About the authors 585
About Globe Law and Business 589