Advanced Oil & Gas EPC Contract Drafting, Review & Negotiation

Course Overview

Learning Objectives

• By the end of the course, participants will be able to:
• Analyze the structure and commercial logic of international Oil & Gas EPC contracts and identify the principal contractual obligations, interfaces, and risk-allocation mechanisms.
• Develop and review contractual provisions governing scope of work, contractor responsibilities, technical requirements, deliverables, milestones, completion, and acceptance.
• Evaluate liability caps, exclusions, carve-outs, consequential loss provisions, indemnities, and insurance-related obligations to identify potential areas of contractual exposure.
• Apply appropriate drafting and negotiation techniques to delay damages, performance liquidated damages, performance guarantees, and contractual remedies.
• Assess warranty, defects liability, performance testing, commissioning, acceptance, and completion provisions against project requirements and commercial objectives.
• Design effective change order, variation, claims, and extension-of-time provisions that establish clear procedures, notice requirements, entitlement criteria, and supporting documentation.
• Improve the review and redlining of EPC and equipment supply contracts by identifying ambiguous, inconsistent, commercially unbalanced, or operationally impractical provisions.
• Evaluate performance guarantees, advance payment guarantees, retention mechanisms, bonds, and other contractual security instruments within the overall project risk framework.
• Apply Incoterms® 2020 principles to international equipment supply arrangements and assess their relationship with delivery, risk transfer, insurance, customs, and payment obligations.
• Assess governing law, dispute resolution, arbitration, sanctions, export-control, and compliance provisions in international oil and gas contracts.
• Strengthen negotiation strategies by preparing positions, identifying priorities, developing fallback positions, and addressing commercial and legal issues through structured negotiation techniques.
• Implement a practical contract review and negotiation framework that can be applied to future EPC, procurement, equipment supply, and project-related contractual assignments.

Who Should Attend

Learning Outcomes

• By the end of the course, participants will be able to:
• Structure and review the key components of an international EPC contract from scope definition through completion, acceptance, warranty, and final close-out.
• Identify contractual inconsistencies between technical specifications, commercial terms, schedules, payment provisions, and legal obligations.
• Redline contract clauses to improve clarity, define responsibilities, and reduce ambiguity in critical commercial and legal provisions.
• Draft and negotiate liability caps, exclusions, carve-outs, indemnities, and consequential loss provisions based on identified project risks.
• Review delay and performance liquidated damages provisions and determine how triggers, caps, calculation mechanisms, exclusions, and remedies should be structured.
• Assess performance testing, commissioning, acceptance, completion certificates, and warranty provisions from both contractual and project execution perspectives.
• Develop practical change order and extension-of-time mechanisms covering notification, substantiation, valuation, approval, and time-impact considerations.
• Review performance guarantees, advance payment guarantees, retention provisions, and other forms of contractual security and understand their commercial implications.
• Apply Incoterms® 2020 correctly when reviewing international equipment supply contracts and identify the contractual consequences of different delivery arrangements.
• Examine governing law and international arbitration provisions and identify key issues affecting contractual dispute resolution.
• Review sanctions and export-control clauses and recognize the importance of compliance obligations within international EPC and equipment supply transactions.
• Conduct a structured contract negotiation exercise, document agreed positions, identify unresolved issues, and prepare a practical negotiation and contract-management action plan.

Course Outline