Monday, February 15, 2010

Brief Legal Notes on Preparing Drilling Contracts

When you enter and try to draft Drilling Contract,  you must be aware that the relation between the owner of the Drilling Unit, or Contractor and the Company  who requires such Drilling Operation  is governed by The Drilling Contract.  It is really  interesting as a Business Lawyer to be requested by  the end-user  to draft such Drilling Contract Agreement.

Within the petroleum industry, the drilling of wells is significantly important, since without a well - a simple yet complex ) hole in the ground -there is no way to get the oil and gas.  Basically the people directly involved in drilling are employed by operating companies, drilling contractors and various services and supply companies. The Operating Companies are the financiers of the industry and the principal users of the services provided by Drilling Contractors and Services Companies.

An operating company often called an Operator, is a person or company who actually has the right to drill and produce the petroleum that may exist at particular Site.  In Indonesia this Operator has to enter into a certain contract called  i.e.  Production Sharing Contracts (PSC) with  BP Migas pursuant to the terms and conditions under the PSC.  This Operator based on the PSC  who shall be the Oil and  Gas Company shall than enter into a Drilling Contract with a Drilling Company. The Oil/Gas Company itself under the PSC  has the right to explore, exploit, produces such Oil and gas in a certain Block Area as described under the PSC. Click Here! 
At one time when I was experienced working as In House Legal Counsel for 5 Years in one of the Oil and Gas Companies in Indonesia called Huffco Indonesia (Vico), where such Oil and Gas Company were engaging 8 Drilling Rigs  to conduct the Drilling activities in the Contract Area of its PSC.

We must understand that in this kind of Drilling operations, there are high risks involved since the well which are being drilled are really deep wells  containing High Pressure  for instance 1,000 feet.  The oil, gas with such high pressure will flow and push  the casing and tries to found out a way to seek  places with lesser pressure to relieve its high pressure from  the hole below the Rotary Table. On land rigs Blow Out Preventers  (BOPs) are attached to the top of the well beneath the rig floor for preventions. The preventions are nothing more than large, high pressure valves  capable of being remotely controlled. When closed, they form a pressure tight seal at the top of the well and prevent the escape of the fluids. Without such BOP, if blow out occurs, gas, oil; and salt water spew on the air with a tremendous roar.

If there are gas, the whole thing will probably be on fire, and the Rig will lie as melted, twisted mess of junk.Human lives are threatened, pollution may occur,  precious Oil and Gas are wasted, and a Rig worth of  thousands or even million dollars maybe at a total Loss. Thus, obviously, it is desirable not to allow a blow out occur, and in fact not many occur. However, since a blow is spectacular, blow events becomes a media event. In reality according to the oil and gas expertise, Rig Crews will do their best and up most with great efforts that the well they are drilling remains under control. A hole with full of mud that weights the right amount or has the proper density, will not blow out.But sometimes the unexpected occurs.          

Having taking into the above consideration, as Business Lawyer / In-House Legal Counsel we have to ensure that a proper Drilling Contract is drafted and prepared to cover any and all such above risks, which may involved the loss of personal, equipments and event the Wells, for which we have to make sure that the rules concerning the liabilities, indemnities and risks relating to such  losses and damages which imposed legal exposures have to be covered and taken care under the Drilling Contracts. 

In the preamble of the Drilling Contract it shows how the contracting parties may describe the nature of the Drilling Task to be conducted by the Drilling Contractor

The Oil / Gas Company desires to have wells drilled in the Contract Area of the Company in Certain part of  Kalimantan as described under the Oil and Company Production Sharing Contract with the Government formerly Pertamina and now BP Migas. We as the Business Lawyer must emphasized in such Drilling Contract  that the Drilling Contractor has the expertise and experiences in the business of drilling, testing, completing. work over, and deepening wells. Such Drilling Contractor represents that it has adequate resources and equipment in good working order and has fully trained personnel capable of efficiently operating such Drilling Rig.

We have to make sure that the Drilling Contractor is ready, willing and able to drill said wells and carry out the said auxiliary operations and services for the interest and satisfactory of the Company. We also  have to stressed out that the Drilling Contractor agrees and is obligated to furnish the Drilling Unit with the Drilling and other equipment and personnel as described in detailed in the Appendix attached to such Drilling Contract.
The Contractor shall without prejudice comply with all instructions made by the Company consistent with the provisions under the Drilling Contract, which may from time to time be given by the Company. However, in performing the Drilling Work such Contractor shall be an independent Contractor with the authority to control and direct the performance of the detailed work, subject to Company's right to give instructions and of inspections and supervision by the Company's representatives at the Site Location where the Drilling operations is conducted and shall not relieve Contractor from Contractor's obligation and responsibilities. 

We have to be aware that many service companies such as Cementing Services, Mud, Well Testing, are also at the Location of the Rig Site, for which,  we have to make sure that the liabilities, indemnification,  and insurance clauses covering their respective properties and personal are properly covered with respect to loss and damages that might occur during the Drilling Operations. If there are tools stuck deep in the hole, usually the Insurance Company does not want to cover such down hole equipment loss. If there are losses to the structure of the well causing damages to the well or oil and gas reservoir, the Drilling Company, may request  that the Company absorb such well reservoir loss.           

Well, those are some brief provisions which the In-House Legal Counsel of an Oil and Gas Company must take into consideration in preparing and drafting a Drilling Contract to support the Drilling Operations conducted in the oil and gas operations in Indonesia. 

Drilling Rig

Drilling Rig
oil gas