• Understanding key downstream terms and definition
• Main international industry players and fundamentals of downstream agreements
• Exploring some sample agreements and contractual pitfalls
• Sales agreements relevant to crude oil; natural gas, and Liquefied Natural Gas (LNG)
• Transportation agreements
• Gas supply and purchase agreements
• Key legal contractual risk management issues relevant to downstream oil and gas
• Negotiation techniques and strategies that work in international and multicultural settings

This RECTUS training course aims to provide an overview to the international oil and gas industry framework and contracts, to understand how to negotiate and draft key downstream agreements, to asses and manage risks, and to understand the application of ADR as relevant to downstream contracts.

At the end of this course, you will learn to:

• Understand common contractual pitfalls in the downstream oil and gas context
• Negotiate profitably downstream oil and gas contract insurance provisions, liability and indemnity clauses
• Draft and negotiate downstream oil and gas force majeure clauses
• Appreciate the main legal framework that governs international downstream contracts, as well as a critical awareness of the underlying policy issues

• Asses and manage risks as relevant to downstream contracts

Grasp and apply dispute resolution methods to downstream contracts

The 5-Day RECTUS training course is specifically designed for professionals involved internationally in the oil and gas industry, it offers a unique opportunity to rapidly increase your understanding of the legal, policies, and current international practices in the context of international scenarios and to improve your techniques and skills in drafting a variety of international downstream contracts.

Therefore, the audience for this RECTUS training course will be:

• Commercial and business development managers within national and international oil and gas companies looking to improve their downstream negotiation skills and overall commercial performance
• Legal advisors involved in negotiating or renegotiating of downstream contracts
• Government representatives, policy makers, and regulators looking to increase their downstream contracts knowledge
• Insurance and risk managers looking to reduce the legal and contracts risks for their companies
• Executives, professionals, and academics looking to increase or specialise in the area of downstream contracts

This interactive Training will be highly interactive, with opportunities to advance your opinions and ideas and will include:
• Lectures
• Workshop & Work Presentation
• Case Studies and Exercise
• Videos and General Discussions

Day One: Dynamics of Downstream, Midstream, And Upstream and Contract Law

 Introduction to downstream oil and gas business 

• key terms and definition
• The main international industry players
• Introduction to specific downstream agreements

• Legal System and Contract Law

• Mandatory elements of a legally enforceable contract

• Contract Law: Contract formation

• Contract Law: Contract terms

• Contract Law: Interpretation of contract terms

• Contract Law: Remedies for breach of contract

• Assessing Available Remedies for Breach of Contract
• Rescission
• Compensatory damages
• Consequential and incidental damages
• Liquidated damages
• Specific performance
• Injunctive Relief

Day Two: Fundamentals of Downstream Oil and Gas Contracts 

• Characteristics of downstream contracts

• The contractual process

• Commercial realities of the oil and gas business 

• Drafts and drafting

• Enforcement

• Fundamental legal principles

• Cultural and language issues

• Fundamental Legal Principles
• Oil and Gas Transportation Agreements

• The contractual arrangements put in place for getting petroleum from the wellhead to the market place

• Off taking and transporting Oil & Gas (pipeline or ship)

• Typical terms of a Gas Pipeline Transportation and Processing Agreement (TPA)

• Transportation (or Trans-shipment) of crude oil and Liquefied Natural Gas (LNG) or Gas to Liquids (GTL)

• International practices and model contracts

• The Essential of Negotiations in downstream context

• Meaning of negotiation mean

• Types of negotiation

• Issues to be negotiated

• The negotiation processes

• Style, Strategy and Tactics
• Persuasion- the role of argument

 Day Three: Downstream Agreements for The Disposal of Production: Petroleum Sales

• Crude oil: the world's most actively traded commodity
• Crude oil: sold by a producer or their agents through a variety of contractual arrangements
• The key differences and similarities between gas/LNG sales and crude oil
• Sale of natural gas (GSAs) and LNG SPAs for physical delivery

• Minimizing Loss Through Careful Limitation of Liability Clauses

• Drafting enforceable liquidated damage clauses

• Handling consequential damage waivers

• Mitigation of damages clause

• Contractual limitations periods

• Transferring Risk by Contractual Indemnity

• Negligence

• Strict Liability

• Unseaworthiness

• Pre-Existing Conditions

• Arising out of:

• Legal Fees

• Invitees

• Punitive Damages

Day Four: Avoiding Common Contract Pitfalls

• Reducing Risk Through Effective Use Of Force Majeure Clauses
• Understand the purpose and risks this clause is intended to mitigate
• Avoiding common Force Majeure pitfalls
• Protect yourself from abuse and misuse of this clause
• Mechanics of exercising Force Majeure rights

• Contractual Indemnity Case Study: Managing Risk Through Adequate Insurance Provisions

• Overview of coverage types

• Understanding typical insurance exclusions

• Assessing the quality of your insurance carrier

• Evaluating deductibles and coverage limits

• Insurance subordination issues

• Effective claims management 

• Oil and Gas Storage Agreements

Day Five: Dispute Resolution & International Arbitration Option in Downstream Contracts

• Dispute resolutions

• Preventing costly litigation through effective use of ADR option

• Types of dispute resolution vehicles

• Assessing litigation vs. arbitration options
• Mediation considerations
• Considerations for selecting effective mediators and
• Arbitrators
• Selecting arbitration and mediation rules of procedure
• Drafting effective dispute resolution clauses

• Downstream Contracts Risk Management

• Determining and assessing types of risk

RECTUS attendance certificate will be issued to all attendees completing minimum of 80% of the total course duration.