COURSE

Contract Risk Management for Upstream Oil & Gas

April 29-30, 2013 Houston, TX

EUCI is authorized by IACET to offer 1.0 CEUs for the course.

Contract Risk Management for Upstream Oil & Gas April 29-30, 2013 Houston, TX

Overview
Companies in the oil and gas industry face a unique set of challenges. Contract risk management continues to be a challenging area for both operator and contractor companies as they continue to grapple with the consequences and implications from Macondo. It is essential to ensure that your contracts are as reliable as possible when settling a dispute or allocating risk. Join us as we discuss operator vs. contractor perspectives of contractual risk allocation. We will examine different types of contracts common in the energy industry. We will discuss contractual risk allocation and identify regulatory hurdles that are common to upstream energy transactions. We will also explore important post-Macondo and BSEE developments.

Who Should Attend

Individuals new to upstream oil and gas contracts Professionals looking for a refresher course in upstream oil and gas contracts Attorneys with oil and gas clients Energy lawyers Project managers Investment bankers Private equity professionals Negotiators involved with energy Energy engineers looking for knowledge of legal operations Professionals involved with commercial procurement and supply chain management

Learning Outcomes

Attendees to this course will learn to: Discuss a general overview of contracts, from the MOU to the MSA Describe operator vs. contractor perspectives of contractual risk allocation Examine contractual risk allocation Identify pollution risks Discuss post-Macondo developments impacting offshore oil and gas Interpret force majeure clauses Compare litigation vs. arbitration Explain Choice of Law provisions and their interpretation Examine issues in Texas related to hydraulic fracturing and water management Analyze confidentiality and non-compete clauses Review BSEE/Federal regulatory jurisdiction

Contract Risk Management for Upstream Oil & Gas April 29-30, 2013 Houston, TX

Agenda
Monday, April 29, 2013
8:00 8:30 a.m. Registration and Continental Breakfast

8:30 a.m. 4:30 p.m. Course Timing 12:00 1:00 p.m. Group Luncheon Intro & Overview: Operator vs. Contractor Perspectives of Contractual Risk Allocation This interactive session will use distinct focus groups to discuss common issues arising during contract formation and negotiation.
Outline of the scope of the course Frequently disputed contractual terms within the industry Unique risks undertaken by both operators and contractors Potential common grounds and resolution of risk allocation disputes

Contracts Overview: From the MOU to the MSA

Overview of frequently used contract forms, terms, and conditions Different types and scope of contracts frequently used within the energy industry Recurring contractual terms in upstream energy transactions The contractual interpretation process from the perspectives of parties, lawyers, and judges Terms that trigger statutory restrictions

Contractual Risk Allocation: Yours, Mine and Ours

How risks, traditional and newly evolved, are being allocated throughout the energy industry today The role of indemnity in allocating risk Insurance coverage for named and additional insured Interaction of warranties, indemnities, and insurance Anti-indemnity statutes and common law restriction applied to your contract

Pollution Risks
Regulatory and common law hurdles applicable to upstream energy transactions Scope of CWA and OPA 90: the purpose and distinctions of each TOSPRA and LOSPRA Contractual allocation of pollution exposure Responder immunity: Is it a viable defense to claims?

Post-Macondo Developments Impacting Off-Shore Oil & Gas

The change in the regulatory requirements for offshore oil and gas operations and transactions BSEE requirements concerning plug and abandonment and well control requirements SEMS is it a game changer for operator/contractor relations? Indemnity for gross negligence and statutory penalties

Contract Risk Management for Upstream Oil & Gas April 29-30, 2013 Houston, TX

Agenda
Monday, April 29, 2013 (CONTINUED)
Force Majeure Clauses: Now What?
Interpretation of force majeure clauses within energy contracts Brief background on force majeure clauses, their purpose, and scope Implications of declaring force majeure Comparison of force majeure clauses in various contracts impact of language on outcome of disputes Interplay between force majeure and scope of work

Litigation vs. Arbitration: Who Is Going to Interpret This Contract?

Different perspectives of dispute resolution panel discussion Strategic considerations Costs Arbitrability of certain contractual terms Enforceability of judgment vs. awards

5:00 6:00 p.m.

Networking Reception

Tuesday, April 30, 2013

8:00 8:30 a.m. Continental Breakfast

8:30 a.m. 12:30 p.m. Course Timing Day One Recap

Recap Q&A

Choice of Law: How Is This Contract Going to Be Interpreted?

The impact of choice of laws Enforceability of choice of law clauses State law vs. maritime law OCSLA implications U.S. vs. International

Fracking/Water Issues in Texas

Recent developments in court and regulatory decisions that apply to fracking operations Edwards Aquifer v. Day opinion and its impact on water rights Interstate disputes pending before the U.S. Supreme Court Legal implications of hydrocarbon fingerprinting

Insurance Coverage Warning: Your Insurance Coverage May Be Different Than It Appears
Coverage available to operators, contractors, and service companies Control of well/OEE/Pollution scope and applicability of cover Policy terms and conditions that impact risk allocation Professional liability for new regulatory obligations Balancing indemnity obligations and insurance coverage

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Contract Risk Management for Upstream Oil & Gas April 29-30, 2013 Houston, TX

Agenda
Tuesday, April 30, 2013 (CONTINUED)
BSEE/Federal Regulatory Jurisdiction: New Sheriff in Town
This presentation will discuss BSEEs expanding role and the impact of risk allocation within the industry. BSEE background, purpose, and expansion Impact on operator/contractor risk allocation

INSTRUCTOR
Glenn Legge / Partner / Legge, Farrow, Kimmitt, McGrath & Brown, LLP
Mr. Legge is a partner at the firm of Legge, Farrow, Kimmitt, McGrath & Brown, L.L.P. in Houston, Texas. He is licensed to practice law in Texas and California and is admitted to the United States Court of Appeals for the Fifth Circuit as well as the United States District Courts for the Southern, Eastern, and Northern Districts of Texas. Mr. Legge focuses his practice in the areas of commercial litigation, including energy, marine, construction, and insurance coverage matters. In addition, he represents clients with investigations and compliance issues related to the Bureau of Safety and Environmental Enforcement. Mr. Legge advises energy and construction companies on transactions of all types from master service agreements, to FEED and EPC/EPCM contracts. He has co-authored and presented numerous papers on contractual risk allocation, insurance coverage, regulatory compliance, and developments in energy transactions. Mr. Legge has tried numerous cases to verdict, has arbitrated commercial disputes through award and enforcement and has argued cases before Texas appellate courts in the 1st, 5th and 14th Districts, the Texas Supreme Court, and the United States Court of Appeals for the Fifth Circuit. His e-mail address is glennlegge@leggefarrow.com.

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Contract Risk Management for Upstream Oil & Gas April 29-30, 2013 Houston, TX

Instructional Methods
Case studies and PowerPoint presentations will be used in this program.

Requirements for Successful Completion of Program

Participants must sign in/out each day, be in attendance for the entirety of the course, and complete a course exam with a score of 70% or higher to be eligible for continuing education credit.

iacet Credits
EUCI has been approved as an Authorized Provider by the International Association for Continuing Education and Training (IACET), 1760 Old Meadow Road, Suite 500, McLean, VA 22102. In obtaining this approval, EUCI has demonstrated that it complies with the ANSI/IACET Standards, which are widely recognized as standards of good practice internationally. As a result of its Authorized Provider membership status, EUCI is authorized to offer IACET CEUs for its programs that qualify under the ANSI/IACET Standards. EUCI is authorized by IACET to offer 1.0 CEUs for the course.

PROCEEDINGS
The proceedings of the course will be published, and one copy will be distributed to each registrant at the course.

EVENT LOCATION
A room block has been reserved at the Houston Marriott West Loop by the Galleria, 1750 West Loop South, Houston, TX 77027, for the nights of April 28 - 29, 2013. Room rates are $179, plus applicable tax. Call 1-713-960-0111 for reservations and mention the EUCI course to get the group rate. The cutoff date to receive the group rate is March 19, 2013, but as there are a limited number of rooms available at this rate, the room block may close sooner. Please make your reservations early.

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REGISTRATION INFORMATION
WWW.EUCI.COM P: 303-770-8800 F: 303-741-0849

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Contract Risk Management for Upstream Oil & Gas April 29-30, 2013: US $1395 Early bird on or before april 19, 2013: US $1195

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OR Enclosed is a check for $______________________ to cover _________________ registrations. All cancellations received on or before March 29, 2013, will be subject to a US $195 processing fee. Written cancellations received after this date will create a credit of the tuition (less processing fee) good toward any other EUCI event or publication. This credit will be good for six months. In case of event cancellation, Electric Utility Consultants liability is limited to refund of the event registration fee only. For contact our offices (201) 871-0474. informationregarding regardingadministrative administrative policies, such ascomplaints complaints and refunds, please more information policies, such as and refunds, please contact our offices atat 303-770-8800. EUCI reserves the right to alter this program without prior notice.