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Joint Operating Agreement
"I need a Joint Operating Agreement under Dutch law for a three-party offshore wind farm operation, where we are the operator with 50% interest and two international partners holding 25% each, with operations scheduled to commence in March 2025."
1. Parties: Identifies all participating parties to the agreement and their registered addresses
2. Background: Sets out the context of the agreement, including details of the relevant license or permit, and the parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Participating Interests: Specifies each party's percentage interest in the joint operation and associated rights and obligations
5. Operator: Designates the Operator, their rights, responsibilities, and procedures for removal/resignation
6. Operating Committee: Establishes the committee structure, voting rights, meeting procedures, and decision-making processes
7. Work Programs and Budgets: Details the procedures for proposing, approving, and amending work programs and budgets
8. Default: Specifies consequences and remedies for party default, particularly regarding payment obligations
9. Operations: Sets out procedures for exclusive operations, non-consent, and sole risk operations
10. Costs and Accounting: Establishes cost sharing, accounting procedures, and audit rights
11. Withdrawal and Transfer: Details procedures for withdrawing from the agreement and transferring interests
12. Force Majeure: Defines force majeure events and their consequences
13. Confidentiality: Establishes confidentiality obligations and permitted disclosures
14. Applicable Law and Dispute Resolution: Specifies governing law and dispute resolution mechanisms
15. Term and Termination: Sets out the duration of the agreement and termination provisions
1. Health, Safety and Environment: Detailed HSE requirements when operations involve significant environmental risks or specific regulatory requirements
2. Anti-Corruption and Compliance: Specific provisions for compliance with anti-corruption laws, needed for international operations or when required by company policies
3. Decommissioning: Provisions for end-of-life asset management, particularly relevant for offshore operations
4. Insurance: Detailed insurance requirements when standard provisions are insufficient
5. Intellectual Property: IP rights and protection when operations involve significant technical developments
6. Local Content: Requirements for local workforce or supplier use when operating in jurisdictions with local content requirements
7. Security: Provisions for physical security arrangements in high-risk areas
8. Gas Marketing: Specific provisions for gas sales when the operation involves gas production
1. Schedule 1 - Contract Area: Maps and coordinates defining the contract area
2. Schedule 2 - Accounting Procedure: Detailed procedures for joint account management, charging principles, and cost allocation
3. Schedule 3 - Voting Rights: Detailed matrix of voting thresholds for different types of decisions
4. Schedule 4 - Insurance Requirements: Specific insurance types and coverage levels required
5. Schedule 5 - HSE Requirements: Detailed health, safety, and environmental standards and procedures
6. Schedule 6 - Form of Novation Agreement: Template for transferring interests to new parties
7. Schedule 7 - Emergency Response Procedures: Detailed procedures for handling operational emergencies
8. Schedule 8 - Decommissioning Security Agreement: Format and terms for decommissioning security arrangements
Authors
Oil and Gas
Mining
Renewable Energy
Infrastructure
Natural Resources
Offshore Operations
Energy Storage
Geothermal Energy
Legal
Operations
Commercial
Joint Venture Management
Finance
Technical
Health Safety and Environment
Project Management
Business Development
Compliance
Risk Management
Treasury
Corporate Development
General Counsel
Operations Director
Commercial Manager
Joint Venture Manager
Asset Manager
Legal Counsel
Finance Director
Technical Director
HSE Manager
Project Manager
Business Development Manager
Compliance Officer
Contract Manager
Risk Manager
Chief Financial Officer
Chief Operating Officer
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