The Master Service Agreement Oil And Gas is designed for use in Nigeria's petroleum sector where ongoing operational services are required over an extended period. It serves as an umbrella agreement between oil and gas operators and service providers, establishing standard terms and conditions while allowing flexibility through individual service orders. The agreement is structured to comply with Nigerian legislation, particularly the Petroleum Industry Act 2021 and Local Content Act, while incorporating international industry best practices. It includes comprehensive provisions for HSE, quality assurance, risk allocation, and local content requirements, making it suitable for various service categories in upstream, midstream, and downstream operations. This type of agreement is particularly relevant when establishing long-term service relationships and standardizing terms across multiple service scopes.
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1. Parties: Identification of the parties, including company details and registration information
2. Background: Context of the agreement, including operator's rights to conduct petroleum operations
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and interpretation rules
4. Scope of Services: General description of services to be provided under the agreement
5. Service Orders: Process for issuing, accepting and executing specific service orders
6. Nigerian Content Requirements: Compliance with Local Content Act and NCDMB requirements
7. Contractor's General Obligations: Key obligations including competency, standards, and compliance requirements
8. Company's General Obligations: Company's obligations including access, information and payment
9. Personnel: Requirements for contractor's personnel, including competency and local content
10. Compensation and Payment: Pricing structure, invoicing, payment terms, and taxation
11. Health, Safety and Environment: HSE requirements and compliance with industry standards
12. Quality Assurance: Quality standards, inspection and testing requirements
13. Liability and Indemnities: Risk allocation, indemnities and limitation of liability
14. Insurance: Required insurance coverage and certificates
15. Confidentiality: Protection of confidential information and data
16. Intellectual Property: Ownership and usage rights of IP
17. Term and Termination: Duration, renewal, and termination provisions
18. Force Majeure: Force majeure events and consequences
19. Dispute Resolution: Dispute resolution procedures including governing law and jurisdiction
20. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Performance Security: Requirements for performance bonds or parent company guarantees, used for high-value or high-risk services
2. Technology Transfer: Provisions for technology transfer to local entities, required for specialized technical services
3. Community Relations: Management of host community relations, needed for services with significant local community impact
4. Anti-Corruption and Ethics: Detailed anti-corruption provisions, recommended for international contractors
5. Environmental Management Plan: Detailed environmental requirements, needed for environmentally sensitive services
6. Emergency Response: Emergency response procedures, required for high-risk operational services
7. Customs and Importation: Provisions for equipment importation, needed when foreign equipment is required
1. Schedule A - Scope of Services: Detailed description of services covered under the agreement
2. Schedule B - Compensation: Detailed pricing structure, rates and payment terms
3. Schedule C - Key Performance Indicators: Performance metrics and measurement criteria
4. Schedule D - HSE Requirements: Detailed health, safety and environmental requirements
5. Schedule E - Nigerian Content Requirements: Detailed local content commitments and requirements
6. Schedule F - Form of Service Order: Template for individual service orders
7. Schedule G - Technical Specifications: Detailed technical requirements and standards
8. Schedule H - Key Personnel: List of key personnel and their qualifications
9. Schedule I - Required Insurance: Detailed insurance requirements and minimum coverage
10. Appendix 1 - Parent Company Guarantee Format: Standard form of parent company guarantee if required
11. Appendix 2 - Performance Bond Format: Standard form of performance bond if required
12. Appendix 3 - Contractor's HSE Manual: Contractor's HSE procedures and policies
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