law
You are in-house counsel for Peruna Petroleum Company (Peruna). Michelle Gundy, Vice President of
Exploration and Production, has just informed you that Peruna has just executed a joint study and bid
agreement with Roberta Stoops, Vice President of Sooner Oil and Gas Ltd. (Sooner), using the AIPN model form
that you have reviewed. These companies are exploring the possibility of bidding for one or more blocks in
the upcoming Cyprus licensing round. Neither company has any past experience in Cyprus. Peruna is directing
the current study. The companies have agreed that, if Peruna and Sooner are awarded any blocks, Peruna will
serve as operator and the parties will share the participating interest 60% to Peruna and 40% to Outback.
As Peruna?s in-house counsel, you have been asked to report on any concerns you may have about the model
exploration and production sharing contract [Document # 7 of the examination packet] that Cyprus included in
the bid round materials. When making your report, assume that Peruna and Sooner may seek ?clarifications?
(perhaps in the form of contract amendments, so long as they do not conflict with the Cyprus hydrocarbons
law and regulations) to help manage or mitigate major legal and political-risk concerns that you may have.
Assume that Peruna and Sooner still have time to evaluate your concerns and then seek any clarifications.
Assume that both Peruna and Sooner have met all requirements for participation in the bid round, and assume
all translations from Greek are accurate.
For purposes of this exam, your report must be abbreviated to respond only to following matters. Do not
draft an introduction or conclusion for the report. Your total answer may not exceed 2,500 words. Note,
however, that I am much more interested in a ?quality? answer than a ?quantity? answer; you may not need all
the words:
Identify and discuss your seven major concerns with the Cyprus Model Exploration and Production Sharing
Contract (# 7 in the examination packet), including any omissions. In other words, you may suggest
deletions, amendments, and additions to the contract. As a general rule, you should consider that one
concern equates to one Article of the Contract, including a new Article, if any, that you may determine
should be added to the contract. You should prioritize your concerns, beginning with your most major
concern, next most major concern, etc. until you have discusses five major concerns. Be sure to identify and
number each of your five major concerns, explain why you are concerned, and suggest possible resolution(s).
In addressing your concerns, you should consider the other Cyprus bid round materials and Cyprus background
materials included in the documents package for this course, keeping in mind that the final contract may not
contradict the hydrocarbon law or regulations. You need not limit your comments on the model contract to
comparable provisions discussed during the week of class; in other words, you are free to discuss the
provisions that are of concern to you, regardless of whether such provisions were actually covered in class.
Notwithstanding the foregoing, do NOT comment on the Annexes or on Articles 5, 6, 7, 8, and 10 of the model
contract.
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