PETROSYNC S LEGAL SERIES LNG & GAS CONTRACTS. Adapt with the Changing Dynamics in Contracting Strategies for LNG & Gas

Transcription

1 PETROSYNC S LEGAL SERIES LNG & GAS CONTRACTS Adapt with the Changing Dynamics in Contracting Strategies for LNG & Gas 14 November 18 November 2016 Jakarta, Indonesia Sign Up Now & Get A Free Book on A Framework for Negotiating and Managing Gas Industry Contracts! Supported By

2 Course Overview Recent market reports predict that LNG & Gas prices are broadly stable for the next two decades despite the oil price crisis. Major O&G companies have now lessen their exposure to oil and is focusing more on enhancing gas assets. Our LNG & Gas Contracts course is developed to will enable participants to gain an insight into the way in which Buyers and Sellers view and negotiate GSPA s and will provide participants a detailed understanding of the terms that are important in these transactions. Course Design Focuses on GSPA and LNG Project Agreements The first three days will be catered to GAS Supply and Purchase Agreements and the last two days on LNG Project Agreements. Participants will receive a copy of Professor Stickley s book and CD A Framework for Negotiating & Managing Gas Industry Contracts. Includes Specific and Practical Case Studies This course include case studies that examine the techniques for managing the risks inherent in a Gas Project. Besides, it will also include a case study that examines the options for documenting LNG project agreements. How Does This Course Benefits You? Negotiate Successfully Negotiate the terms and conditions of Gas & LNG contracts successfully and achieve your company objectives via strategic negotiation skills. Mitigate Risks Secure high value Gas & LNG contracts for your company amidst complicated profile, volatile prices and other unpredictable risks in the international market. gas trade Gain Better Position Gain a clear understanding of the gas trade profiles and market structures across Asia Pacific, Europe, Middle East and Africa to attain a better position in agreement. How does the current oil price crisis make impacts on the contracts? Although the current focus is on the oil price levels, but gas and LNG markets are influenced by numerous factors. Let s find out what are they. What challenges faced by existing contracts in the market? The existing contracts are not immune to the changes in the market conditions. How do we know what they are in order to overcome them? Sign up to know more! 2

3 PetroSync Distinguished Instructor Dennis Stickley International Legal Expert Practical & Consulting Over 30 years international experience in petroleum laws and contract negotiation. He is a qualified lawyer in the U.S. and listed in the Guide to World s Leading Energy and Natural Resources Lawyers. Training Principal instructor in delivering workshops and seminars on Petroleum Industry Negotiations, Petroleum Service Contracts, Gas Industry Contracts, etc. for various corporate and government organizations internationally. Books and Publications International Comparative Petroleum Law A Framework for Negotiating and Documenting International Petroleum Transactions Who Needs This Program People involved in contract negotiations and who need an understanding of the principles of gas contract, including issues such as price terms and the allocation of risk. Job Titles Include: Gas/LNG Contract Negotiators Petroleum Economists In-House Legal Counsels, Executives & managers Contract Executives, Specialist & Managers Commercial Executives, Managers & Lawyers Purchasing Executives & Managers XXX Business Development Executives & Managers Project Executives & Managers Pipeline Marketing Executives & Mangers Gas/ LNG Buyers, Sellers, Distributors, and Traders Gas/ LNG Project Investors and Advisors Senior Government Officials & Regulators Course Schedule 08:00 09:00 Registration (Day 1) 13:00 14:00 Lunch 09:00 11:00 Session I 14:00 15:30 Session III 11: Refreshment Session I 15:30 15:45 Refreshment Session II 11:15 13:00 Session II 15:45 17:00 Session IV (Last Session) PetroSync Quality Assurance All PetroSync courses are developed with top quality to address all your training needs and purposes. Our courses are vetted strictly to ensure that we always deliver the best courses with the best industry expert. PetroSync Inhouse Solutions PetroSync can tailor our courses to meet your specific needs at your preferred location and schedule. Contact us for more information at or to 3

4 Course Agenda 5 Days DAY 1 Gas Contract Management (Gas Industry Overview & Principles of Gas Contracts) Gas Industry Overview Development Logic: The contractual chain and commercial balance that is at the heart of gas projects Development Risk: A matrix approach to risk assessment and management Understanding Risk in Gas Projects Risk Apportionment Risk should lie with the party who can best control it How areas of risk are handled in the contractual arrangements Assessment of Gas Project Feasibility Techniques for Economic Assessment Financial Analysis of Gas Contracts Exercise: Assessment of Natural Gas Project Feasibility Commercial Issues in Gas Development Gas Markets: Development in the unbundling and deregulation of gas markets. Gas Networks: Interconnections and trading hubs Gas Pricing Methodologies Enterprise Structures Financing Options in energy project developments: Balance Sheet, Non-resource Project, Multilateral Agency Funding Gas Contracts Key Principles Basic Principles and their Construction Operational, commercial and legal basis for long term contracts Gas Contract terminology with calculation methodologies Interdependence of contracts in the gas chain Contract Sequence (Flow Chart for Gas) Contract Aim Risk Mitigation and Commercial Value International Examples of Gas Sales and Purchase Agreement Background to Long-Term Gas Contracts DAY 2 Gas Contract Management (Types of Gas Contracts & Key Contractual Clauses) Upstream Agreements: Exploration, Processing and Storage Production Sharing and Operating Agreements Gas Processing Gas Storage Gas Contracts Contract Sequence: Flow Chart explaining separately, gas contract Checklist of Articles for inclusion in the gas contracts with detailed explanations of their basis and composition Explanation of Contract Clauses Gas Contract: Operational and commercial clauses to include Recital, Scope, First Supply Date, Commencement, Conditions Precedent, Quantities, Quality Specification, Pressure, Measurement, Facilities, Maintenance, Nominations, Shortfall Liabilities, Take or Pay Provisions, Billing and Payment Legal clauses covering Force Majeure, Dispute Resolution, termination, Liabilities, and Indemnities specific to gas contracts. Current Practice in Pipeline Gas Supply & Purchase Agreements (GSPA) Duration and delayed start date provisions Indefinite pricing and indexation How to express gas quantities in pipeline gas contracts Take or Pay; Make-Up and Carry Forward Force-Majeure in Gas Sales Contracts; the difference between pipeline gas Current practice on shortfall penalties Model Gas Sales and Transportation Contracts Examples Current trends in gas contracts worldwide GSPA Model Gas Sales and Purchase Agreement GSPA Model Gas Transportation Agreements Specific Provision: Price Reopener Clause: current trends Dispute Resolution, Sole Expert, Arbitration, Reconciliation, available international forums Side letters: Payment security mechanism, step in rights, change in contract provision Exercise: Term Sheet for Gas Transportation 4

5 DAY 3 Gas Contract Management Shipping and Risk Mitigation Shipping contract and ship chartering, CIF, FOB, Time Charter, Bareboat and Contract of Affreightment Commercial implications of financing ships, share of risk to different parties Gas Contract Risk Allocation Matrix, mitigation measures High Pressure Gas Transmission and Gas Trade Flexibility mechanism in the gas market Ancillary gas contracts: Spot contract, Tolling contract, Depletion Contract Gas Balancing and Management of over/under run and imbalance Standard transportation contract Checklist of Articles Gas Management System (GMS) Concept of high pressure transmission, gas balancing and management of over/under run Gas Contract Negotiation Principles and Techniques Contract Negotiation Stages, MOU, HOA, SPA and GSPA Contract Law and Legal Significance Important Concepts: Balance of Power between two parties, mutuality, interpersonal, orientation, Best Alternative to Negotiated Agreements (BATNA), Resistance Point Contract Negotiation Stages preparation, fact finding, proposal, bargaining, tradable variables, offer of concession Profile of a Successful Negotiator Effect of Culture on Negotiation Exercise: Negotiation Simulation for Delivery Price DAY 4 LNG Contract Management (Evaluation of LNG Projects & Long Term Supply Agreement Evaluation of LNG Projects The LNG Chain The History and Philosophy of LNG Pricing Price Formulae used in the industry Recent Developments in Spot Market Long Term LNG Supply Agreements Volume flexibility and options in LNG contracts recent developments in destination clauses Forecasting, Nomination & Scheduling Make-up, Make Good, Restoration Quantities Case Study in Gas Project Feasibility An overview, in workshop simulation format, of the techniques and steps for assessing project feasibility, types of commercial structures required in recent Gas Projects, and the major contractual interfaces required. The objective is to examine how the GSPA sits in light of the other contracts required gas project. In simulation format, the case study builds up typical commercial structures of a complex LNG Project, including gas supply to, and LNG sales from, the project. DAY 5 LNG Contract Management (LNG Spot Sale Agreements, Transportation, Terminalling) LNG Spot Sale Agreements Delivery FOB, CIF or Ex Ship Pricing for Spot Cargos Contract Formats Transportation LNG Transportation under Charter Party and Contract of Afrieghtment Vessel Classifications and Hire Rates Scheduling and Demurrage Terminalling Operation of Multi-user Terminals Terminalling Agreements Charges and Operating Procedures Floating Storage & Regasification Units (FSRU) Leasing Downstream Pipeline Connections Case Study in Gas Project Risk Matrix A detailed review, in workshop simulation format, of the development of a Risk Matrix for a typical LNG project. Based on the contractual interfaces required by such a project, from upstream development, through Gas Liquefaction and shipping, to sale to end-user customers of re-gasified gas, this case study highlights the risks that need to be handled. In simulation format, the case study builds a Risk Matrix to identify these risks and to examine the various alternative means of addressing them. Negotiation Simulation for Pipeline Gas/ LNG Supply & Sales Agreement A simulated negotiation of the terms and conditions in Pipeline Gas/ LNG Supply & Purchase Agreement. Based upon a hypothetical gas field, this simulation highlights all the issues addressed in such contracts, and examines the various alternative means of handling them. Results of the negotiation will be evaluated using the economic model Gas Pak. 5

6 COURSE DETAILS Title By Credit Card: Please debit my credit card: Visa MasterCard AMEX Security Code: Card Number: Expiry Date: Name Printed on Card: : LNG & Gas Contracts Negotiation, Drafting and Management Date : November, 2016 Location : Jakarta, Indonesia INVESTMENT PACKAGES (Please Circle) INVESTMENT PACKAGE DEADLINE Full Masterclass: 5 Days Standard Price 28 Oct 2016 USD 4,295 Early Bird Offer 21 Oct 2016 USD 4,095 Group Discount ( 3 Delegates) 28 Oct % Discount Group Discount is based on Standard Price *To enjoy the promotion & discount offer, payment must be made before dateline * For 7 or more delegates, please inquire for more attractive package. * Prices include lunches, refreshments and materials. Promotion & discount cannot be combined with other promotional offers. * Important: Please note that registration without payment will incur a SGD 200 administration fee. 1st Delegate Name: Job Title: Head of Department: 2nd Delegate Name: Job Title: Head of Department: 3rd Delegate Name: Job Title: Head of Department: Attention Invoice to: Company: Address: Country: DELEGATES DETAILS Department: Department: Department: INVOICE DETAILS By Direct Transfer: Please quote invoice number(s) on remittance advice PetroSync Global Pte Ltd Bank Details: Account Name: PetroSync Global Pte Ltd Bank Name: DBS Bank Ltd Bank Code: 7171 Bank Swift Code: DBSSSGSGXXX Branch Code: 288 Account No: SGD: USD: Bank Address: 12 Marina Boulevard, Level 3. Marina Bay Financial Centre Tower 3. Singapore All bank charges to be borne by payer. Please ensure that PetroSync Global Pte Ltd receives the full invoiced amount. Fax: Industry: Mr Mrs Ms Dr Others Mr Mrs Ms Dr Others Mr Mrs Ms Dr Others Postcode: Please note: - Indicate if you have already registered by Phone Fax Web - If you have not received an acknowledgement before the training, please call us to confirm your booking. PAYMENT METHOD CONFIRMATION COURSE CONSULTANT Name Cay Aagen : registration@petrosync.com Phone : Fax : TERMS AND CONDITIONS DISCLAIMER Please note that trainers and topics were confirmed at the time of publishing; however, PetroSync may necessitate substitutions, alterations or cancellations of the trainers or topics. As such, PetroSync reserves the right to change or cancel any part of its published courseme due to unforeseen circumstances. Any substitutions or alterations will be updated on our web page as soon as possible. DATA PROTECTION The information you provide will be safeguarded by PetroSync that may be used to keep you informed of relevant products and services. As an international group we may transfer your data on a global basis for the purpose indicated above. If you do not want us to share your information with other reputable companies, please tick this box CANCELLATION POLICY You may substitute delegates at any time as long as reasonable advance notice is given to PetroSync. For any cancellation received in writing not less than fourteen (14) working days prior to the training course, you will receive credit voucher less a SGD $200 administration fee and any related bank or credit card charges. Delegates who cancel less than fourteen (14) working days of the training course, or who do not attend the course, are liable to pay the full course fee and no refunds will be granted. In the event that PetroSync cancels or postpones an event for any reason and that the delegate is unable or unwilling to attend in on the rescheduled date, you will receive a credit voucher for 100% of the contract fee paid. You may use this credit voucher for another PetroSync to be mutually agreed with PetroSync, which must occur within a year from the date of postponement. PetroSync is not responsible for any loss or damage as a result of the cancellation policy. PetroSync will assume no liability whatsoever in the event this event is cancelled, rescheduled or postponed due to any Act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, industrial action, or any other reason beyond management control. CERTIFICATE OF ATTENDANCE 70% attendance is required for PetroSync s Certificate of Attendance DETAILS Please accept our apologies for mail or that is incorrectly addressed. Please us at registration@petrosync.com and inform us of any incorrect details. We will amend them accordingly. CHARGES & FEE(S) - For Payment by Direct Telegraphic Transfer, client has to bear both local and oversea bank charges. - For credit card payment, there is additional 4% credit card processing fee. I agree to PetroSync s terms & conditions, payment terms and cancellation policy. Authorized Signature: PAYMENT TERMS : Payment is due in full at the time of registration. Full payment is mandatory for event attendance. 6