 Checklist 3.
Joint Venture Operating Agreement
Definitions
 “Affiliates” test is 50+ percent of control
 “Gross Negligence” test for Operator liability
 “Senior Supervisory Personnel” for imputing
Gross Negligence
Effective Date & Term
 Commencement of JVOA.
 Duration equal to term of Resource
Agreement
 Procedure for extension.
Participating Interests
 Participating Interest
 Ownership, Obligations & Liabilities
 Government Participation as part of
Management Committee
Operator
 Designation of Operator
 Rights & Duties of Operator, where English
law applies contracts with independent
contractors can only enforce their contracts
against Operator
 Employees of Operator
 Information Supplied by Operator
 Settlement of Claims & Lawsuits with specific
limitations on financial authority
 Liability
Unlimited - All costs, expenses and liabilities,
Joint Property -Only the actual cost, expense
and liability to repair, replace and/or remove
joint property, or
Complete Limitation - No costs, expenses and
liabilities.
 Insurance Obtained by Operator
 Commingling of Funds may/ may not
commingle funds
 Resignation of Operator
 Removal of Operator
 If Operator together with Affiliate holds less
than a minimum participating interest, or if
there is a direct or indirect change in control of
Operator
 Appointment of Successor
Management Committee
 Establishment of Operating Committee
 Powers & Duties of Operating Committee
 Authority to Vote
 Sub-Committees
 Notice of Meeting
 Contents of Meeting Notice
 Location of Meetings
 Operator's Duties for Meetings
 Voting Procedure
 Record of Votes
 Minutes
 Voting by Notice
 Effect of Vote
Work Programmes and Budgets
 Exploration and Appraisal whether by drilling,
deepening, or sidetracking, shall include
Casing Point Election (drilling & open hole
testing) or all expenditures necessary for
drilling, testing and completing exploration
well.
 Development
 Production
 Itemisation of Expenditures
 Contract Awards best qualified Contractor as
determined by cost and ability to perform the
Contract without Management Committee
approval except for awards to Affiliates, or
Operator provides a list of potential
contractors and will add any entity at request
of Management Committee.
 Authorisation for Expenditure (AFE) either for
solely for informational purposes or further
approval is necessary
 Over expenditures of Work Programmes &
Budgets
Operation by Less Than All Parties
 Limitation on Applicability
 Procedure to Propose Exclusive Operations
 Responsibility for Exclusive Operations
 Consequences of Exclusive Operations
 Premium to Participate in Exclusive
Operations
 Order of Preference of Operations
 Stand-by Costs
 Special Considerations Regarding Deepening
& Sidetracking
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Checklist 3. Continued

Default Relationship of Parties & Taxation

 Default & Notice  Relationship of Parties
 Operating Committee Meetings & Data  Tax
 Allocation of Defaulted Account  United States Tax Election
 Transfer of Interest Continued Confidential Information & Proprietary
 Continuation of Interest
Technology
 Abandonment
 Confidential Information
 Sale of Hydrocarbons
 Continuing Obligations
 No Right of Set Off
 Proprietary Technology
Disposal of Production  Trades
 Right & Obligation to Take in Kind
Force Majeure
 Offtake Agreement for Crude Oil
 Obligations
 Separate Agreement for Natural Gas
 Definition of Force Majeure
Abandonment
Notices
 Abandonment of Wells Drilled as Joint
Operations Applicable Law & Dispute Resolution
 Abandonment of Exclusive Operations  Applicable Law
 Dispute Resolution
Surrender, Extension & Renewal
 Surrender Allocation of Cost Recovery Rights
 Extension of the Term  Allocation of Total Production
 Allocation of Cost Oil
Transfer of Interest or Rights
 Allocation of Profit Oil
 Obligations – Notice, Consent, Pre-emptive
 Allocation of Excess Cost Oil
Rights.
 Rights – Affiliates, Financing, Third parties. General Provisions
 Conflicts of Interest
Withdrawal
 Public Announcements
 Right of Withdrawal
 Successors & Assigns
 Partial or Complete Withdrawal
 Waiver
 Voting
 Severance of Invalid Provisions
 Obligations & Liabilities
 Modifications
 Emergency
 Headings
 Assignment
 Singular and Plural
 Approvals
 Gender
 Abandonment Security
 Counterpart Execution
 Withdrawal or Abandonment
 Entirety
Exhibit A: Accounting Procedure
Exhibit B: Audit Procedure
Exhibit C: Contract Area

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