Key Responsibilities and Required Skills for Upstream Oil and Gas Associate

🎯 Role Definition

As an Upstream Oil and Gas Associate you will operate as the primary legal and commercial adviser to upstream exploration and production teams, providing end‑to‑end contract drafting, negotiation, risk mitigation, and regulatory advice. You will manage contract lifecycles for upstream projects, support asset acquisitions and divestments, coordinate with technical and commercial stakeholders, and ensure compliance with local upstream fiscal, licensing and HSE regimes. The role demands strong experience with Joint Operating Agreements (JOAs), Production Sharing Contracts (PSCs), farmout and concession agreements, drilling/service contracts, supply and offtake agreements, and upstream M&A or divestiture processes.

📈 Career Progression

Typical Career Path

Entry Point From:

Junior Legal Associate (Energy/Oil & Gas)
In‑house Legal Counsel (Energy sector)
Petroleum Land/Title Analyst or Paralegal with legal experience

Advancement To:

Senior Upstream Legal Associate / Senior Counsel
Legal Manager – Upstream or Head of Upstream Legal
Commercial Lead – E&P Contracting
General Counsel (Energy company)

Lateral Moves:

Commercial Contracts Manager (E&P)
Asset Manager / Asset Commercial Lead
Joint Venture Manager / Partner Relations
Land & Royalties Manager

Core Responsibilities

Primary Functions

Lead drafting, negotiation and management of Joint Operating Agreements (JOAs), amendments, operating, participating and procedural schedules, ensuring alignment with partner obligations, cost recovery frameworks and operator/non‑operator rights.
Prepare, review and negotiate Production Sharing Contracts (PSCs), concession agreements, farm‑in/farm‑out documentation and associated fiscal, royalty and stabilization clauses to protect company commercial interests and permit compliance.
Advise on and structure upstream commercial agreements including drilling contracts, rig contracts, EPCM and service agreements, wellhead supply, seismic acquisition and work‑over contracts with a focus on liability allocation, indemnities, performance guarantees and liquidated damages.
Provide legal and commercial support for upstream M&A, asset acquisitions and divestments: lead legal due diligence, prepare transaction documentation (SPA, PSA, novation agreements), coordinate external counsel, and advise on transfer of permits, titles and joint venture interests.
Manage title, ownership and mineral rights investigations: conduct and supervise land and mineral title due diligence, prepare ownership opinions, and remediate title risks through contractual protections or title curative steps.
Advise on upstream fiscal and taxation matters related to oil and gas projects, including cost recovery mechanics, production sharing, royalties, customs/duties for imported equipment, and liaise with tax and finance teams to model contingencies.
Draft and negotiate sales, offtake, transportation and midstream agreements (pipeline transportation agreements, storage, export and loading agreements) ensuring alignment with production forecasts and commercial terms.
Provide regulatory and licensing advice: prepare submissions for exploration and production licensing rounds, support permit applications, ensure compliance with local petroleum laws, licensing conditions, local content regulations and government reporting obligations.
Counsel on HSE, decommissioning and abandonment obligations: draft decommissioning plans, surety/security instruments and advise on regulatory releases, remediation liabilities and associated contractual apportionment.
Manage disputes arising from upstream operations: support resolution of commercial disputes with partners, contractors and host governments, prepare position papers, support arbitration/litigation strategy and manage external counsel when required.
Lead contract lifecycle management for upstream portfolios: maintain contract registers, track key milestones (drilling windows, licence expiries, notice periods), implement approval workflows and ensure enforceability of termination and extension rights.
Provide clear, pragmatic legal opinions and commercial risk assessments to senior management and technical teams enabling timely operational decisions and FID readiness.
Support joint venture governance: draft and advise on shareholders’ agreements for joint ventures, producer committees, nomination/consent processes and escalation mechanisms to manage partner relationships.
Negotiate procurement and tender documentation for major upstream CAPEX and OPEX programs: prepare RFPs, evaluate commercial bids, clarify contractual risks from bidder responses, and support vendor selection panels.
Coordinate with finance and commercial teams on contractual bankability, guarantee structures (performance bonds, parent guarantees), escrow arrangements and payment security for long‑lead contracts.
Provide ongoing compliance oversight: maintain and update contract templates, playbooks and standard clauses specific to upstream operations, promote best practice across regional teams and enforce anti‑bribery and sanctions screening in contracting.
Prepare and review confidentiality, IP assignment and data licensing agreements related to seismic, reservoir and subsurface data, ensuring proper use and distribution rights across partners and third parties.
Support training and capacity building for internal teams: deliver workshops on upstream contractual frameworks, negotiation tactics, JOAs and PSCs, and provide onboarding for new regional legal hires.
Monitor changes in petroleum law, licensing policy and case law in jurisdictions of operation and proactively advise cross‑functional teams on commercial implications and re‑contracting needs.
Assist in structuring joint operations in complex regulatory environments: advise on operator selection, nomination, change of operator procedures and implement mechanisms to manage non‑operator consent and veto rights.
Collaborate with external counsel, tax advisors and local counsel to ensure robust legal positions and cost‑effective handling of cross‑border upstream legal matters.

Secondary Functions

Maintain and update a centralized contract database and playbooks for upstream agreements to improve searchability and consistency across projects.
Support licensing round submissions and provide template clauses for bid packages that align commercial interests with regulatory risk.
Assist in preparing internal management briefings, board papers and approval memos summarizing upstream contract negotiation status and residual legal risks.
Coordinate internal legal reviews and approvals for project milestone payments, change orders and claims avoidance measures.
Support ad‑hoc investigations into partner performance, cost recovery disputes and audit responses related to JOA accounting and operator reporting.
Contribute to continuous improvement initiatives for contracting processes, checklists and negotiation strategies to accelerate deal execution.
Participate in cross‑functional project teams (technical, HSE, commercial, finance) during well planning, drilling programs and production ramp‑ups to ensure contracts reflect operational realities.

Required Skills & Competencies

Hard Skills (Technical)

Expert knowledge of upstream contractual frameworks including Joint Operating Agreements (JOAs), Production Sharing Contracts (PSCs), service and drilling contracts, farmout/farmin agreements and concession instruments.
Strong contract drafting and negotiation skills with demonstrated experience producing robust commercial protections, liability allocation, indemnities and performance milestones.
Experience conducting legal due diligence for upstream M&A, asset divestitures and joint venture transactions; able to prepare SPA/PSA clauses and transfer/novation documents.
Familiarity with upstream fiscal regimes, royalties, cost recovery mechanisms and the commercial implications of stabilization clauses.
Practical understanding of title and mineral rights law, land access, surface rights, and the process for preparing title opinions and curing title defects.
Knowledge of regulatory permitting, licensing rounds, local content rules, and petroleum law compliance in multiple jurisdictions.
Experience with dispute resolution: arbitration (ICC, LCIA or ad hoc) and litigation procedures related to oil & gas contracts and joint venture disputes.
Ability to draft and review commercial midstream/export agreements: offtake, transportation, storage and loading/export facility contracts.
Competence in structuring guarantees, performance bonds, parent company guarantees, escrow and payment security arrangements for large upstream contracts.
Proficiency with contract lifecycle and document management systems, and ability to maintain contract registers, milestones and reporting dashboards.
Technical literacy of upstream E&P operations (drilling, completion, seismic, reservoir) enabling effective translation of technical risk into contractual clauses.
Strong legal research skills and experience working effectively with external counsel and local law firms in cross‑border transactions.

Soft Skills

Excellent commercial judgment and ability to balance legal risk with business objectives to enable timely operational decisions.
Strong verbal and written communication skills; able to produce clear board‑level summaries, legal opinions and negotiation briefs.
Advanced stakeholder management: comfortable working with commercial, technical, finance and HSE teams and managing partner relations.
High emotional intelligence and negotiation presence, effective in high‑stakes negotiations with JV partners and international contractors.
Project management skills and ability to manage multiple concurrent negotiations and deliverables under tight deadlines.
Problem‑solving mindset and adaptability in complex regulatory environments with competing stakeholder interests.
Ethical mindset and commitment to compliance, anti‑corruption, sanctions and corporate governance standards.
Training and mentoring ability to upskill junior lawyers and non‑legal colleagues in upstream contracting fundamentals.
Attention to detail and strong organizational skills, particularly in tracking contract deadlines, approval gates and risk mitigations.
Resilient, proactive and commercially focused approach to managing ambiguity and changing priorities.

Education & Experience

Educational Background

Minimum Education:

LLB, JD, or equivalent law degree and admission to practice (bar admission or equivalent jurisdictional license).

Preferred Education:

LLM or postgraduate qualification in Energy and Natural Resources Law, Petroleum Law, or Commercial Law; or additional commercial training in oil & gas contracting.

Relevant Fields of Study:

Law (with specialization or experience in Energy/Oil & Gas)
Petroleum Law / Energy Law
Commercial or Corporate Law with upstream exposure

Experience Requirements

Typical Experience Range: 3–7 years of legal experience with a minimum of 2–4 years focused on upstream oil & gas (E&P) contracting and transactions.

Preferred:

5+ years’ experience advising on JOAs, PSCs, farmouts and upstream M&A in one or more operating jurisdictions.
Proven track record in negotiating drilling and service contracts, managing JV governance issues and supporting licensing rounds or regulatory interactions.
Experience working in or with international oil companies, NOCs, IOC contractors or major upstream service providers is an advantage.