The drafting process has certain elements which can sometimes be
seen as routine – governing provisions and the mechanics of
the contract don't get as much attention as other issues in a
negotiation. Although these elements of legal service can be
seen as immaterial and uninteresting, they can create serious
problems when they don't work.
We have prepared Drafting Rules and
Governing Provisions for Oil & Gas Agreements as a quick
reference guide to these issues which is designed to assist counsel
in enhancing drafting quality and streamlining the drafting
This 19 page publication provides model language for 15 common
governing provisions and an explanation of why they should be used,
distilling current law and convention into practical
recommendations. It also provides guidance on the drafting
process and useful substantive and procedural drafting concepts for
document quality control, including:
avoiding unintended contracts
eliminating outdated provisions and language
recognizing common errors that can lead to uncertainty
standardizing drafting conventions
In our experience, these are the three
highest-value drafting changes that oil & gas counsel should
Delete the "time is of the essence"
clause. Unless you really mean to give up the
benefit of the entire agreement if you don't perform an
obligation on time, delete this provision. It has the effect
of converting every failure by to perform an obligation on time
into an option of the other party to rescind the contract.
Most parties don't intend this outcome.
Makes sure that events have deadlines.
Every future action required to be taken by a party should
have a deadline, otherwise serious confusion can arise about when
it must be completed. Consider whether deadlines are
realistic, but make sure that the parties know when everything has
to be done – and what happens when it doesn't.
Require formal agreement on amendment and
waiver. In many cases it is too easy for a
counterparty to argue that an agreement has been amended (or a
right waived) through a course of conduct between business parties.
Provide for amendment and waiver only by a written and signed
instrument that specifically identifies and names the provision of
the agreement that is being amended.
To obtain a copy of Drafting Rules
and Governing Provisions for Oil & Gas Agreements, please
contact firstname.lastname@example.org. For a two page preview,
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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