• Dynamic of downstream, midstream, and upstream activities
• Essentials of contract principles
• Gas Sales and LNG Contracts with reference to international model contracts
• Transportation Agreements with reference to international model contracts
• Gas sales and Purchase Agreements
• Contractual risk management issues, insurance, indemnities, liabilities, and force majeure
• Negotiation arts and strategies relevant to LNG contracts

This RECTUS training course aims to provide an overview of the LNG contracts and its context within the oil and gas industry, to understand how to negotiate profitably key LNG contracts, to asses and manage pricing and overall risks, and to understand the application of ADR (Alternative Dispute Resolution) relevant to LNG contracts.

This RECTUS training course aims to achieve following: 

• Understanding common contractual pitfalls in LNG contracts
• Negotiate profitably LNG contracts, with clear understanding of insurance provisions, liability and indemnity clauses

• Enhance your ability to draft and negotiate LNG force majeure clauses
• Asses and manage risks as relevant to LNG contracts
• Grasp and apply dispute resolution methods to LNG contracts

The 5-Day RECTUS training course is specifically designed for professionals actively involved or likely to be involved in contract negotiations and all those who need an understanding of the principles of gas contracts, including issues such as price terms and the allocation of risk.

Therefore, the audience for this training course will be:

• Senior and middle level commercial managers
• Commercial lawyers
• Contracts Managers
• Compliance personnel
• Risk managers
• Energy purchasing managers
• Strategy managers
• Pipeline marketing managers
• Operations managers
• Project managers
• Senior government officials and regulators

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: Dynamic of Downstream, Midstream, Upstream & Contract Law  

• Introduction to LNG & Sales Contracts
• Training objectives
• key terms and definition
• The main international industry players
• Introduction to specific LNG and Sales 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: The Essence of the LNG Sales Contracts 

• Characteristics of LNG sales contracts
• The contractual process
• Commercial realities
• Drafts and drafting
• Enforcement
• Fundamental legal principles
• Cultural and language issues

• Fundamental Legal Principles
• LNG Sales Contracts
• What is LNG?
• The LNG Industry
• LNG Value Chain
• LNG Sales, and LNG sale and Purchase Agreements
• Financing of LNG Projects
• Current Issues in LNG
• 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 Transhipment) of crude oil and Liquefied Natural Gas (LNG) or Gas to Liquids (GTL)
• International practices and model contracts

WORKSHOP:  A case study on behalf of a client looking to enter into a gas transportation agreement, with the owners of an existing pipeline, to export gas from their nearby new development.  participants will consider and explain the main effect and implications of various points relevant to transportation agreement and will be asked to feed any recommendations they may have.

• The Essential of Negotiations in LNG context
• Meaning of negotiation mean
• Types of negotiation
• Issues to be negotiated
• The negotiation processes
• Style, strategy, and tactics
• Persuasion- the role of argument
• Practical activity

 Day Three: Gas Sale & Purchase Agreements

• Types of Gas Sales Agreements
• Parties
• Term and Effectiveness: Duration and delayed start date provisions
• Sale, Purchase and Delivery
• Gas Reserves
• How to express gas quantities in pipeline gas contracts
• Take-or-pay, Carry Forward and Make Up
• Current practice on shortfall penalties
• Quality
• Price
• Nominations, Undertake, and Overtake
• Measurement and Testing

• Invoicing and Payment
• Force-Majeure in gas sales contracts; the differences between pipeline gas and LNG
• Termination
• Tax

WORKSHOP: participants will consider a case study of relevance to the types of gas sales agreements (GSA) and to explain what other features might mitigate the seller’s liability under the GSA.

• Storage Agreements
• Key clauses
• Drafting and negotiations
• Liability Clauses

• Drafting enforceable liquidated damage clauses
• Handling consequential damage waivers
• Mitigation of damages clause
• Contractual limitations periods
• Practical Exercise

• Contractual Indemnity

• Negligence
• Strict Liability
• Unseaworthiness
• Pre-Existing Conditions
• Arising out of
• Legal Fees
• Invitees
• Punitive Damages

Day Four: 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
• Practical Exercise: Case studies

• 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

• Contract Management
• Operational issues
• Gas delivery procedures and coordination between suppliers, terminal operator, transporters and users
• Types of dispute resolution vehicles
• Importance of the dispute resolution clause

 Day Five: Contract Claims & Dispute Resolutions

• Types and Assessment of Claims
• Tiered Dispute Resolution Mechanisms
• Formal Dispute Resolution
• 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 clause
• Practical Exercise: Mock arbitration exercise
• Contract Close Out
• Contract Review, Evaluation, Lessons Learned
• Seminar Overview – Learning Outcomes

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