Chronicles of Innovation II.
Oil and Gas Contract Review…
The Federal Government on the 2nd of July 2012 signed an agreement with an American and Nigerian joint venture group, Vulcan Petroleum Resources Limited and Petroleum Refining and Strategic Reserve Limited, for the construction of six modular refineries. The six refineries are estimated to gulp $4.5bn.
Joint ventures in the oil and gas sector in Nigeria are an easy way for businesses to put together their expertise and assets to carry out common projects.
A key area that is often ignored by joint venture participants is intellectual property in Joint Ventures, such as patents, trade secrets, research, software (the subject of copyright), and trade-marks.
The laws enumerated below make up the legal regime for the protection of Intellectual Property Rights in Nigeria.
Copy Right Act, Cap. C 28 Laws of the Federation of Nigeria 2004
Patents and Designs Act, Cap P2, Laws of the Federation of Nigeria 2004; and
Trade Marks Act, Cap. T13 laws of the Federation of Nigeria 2004
Intellectual Property in Oil and Gas Joint Ventures/Operating Agreementss;
The basic types of Intellectual property prevalent in the oil and gas sector are the following; Patents, Trademarks, Copyrights, Trade Secrets and Others like brands, Know-How, Know – Who and Professional Credentials & Credibility.
What is a Joint Venture/Operating Agreement?
A joint venture is an association of corporations or other legal entities who agree by contract to engage in a common undertaking for joint profit. Typically in Nigeria the Joint Venture is usually between Nigeria and the Oil Majors. The NNPC represents the interest of the government in the joint ventures.
Intellectual Property in Joint Ventures in Nigeria
When reviewing Joint Venture Agreements in Nigeria, Intellectual Property issues are given scant attention or swept under the carpet.
Pitfalls unique to Joint Ventures
Employees acting on behalf of the joint venture/one of the venturers:
The Nigerian Experience…
Indigenous companies have been awarded oil blocs and some entered into joint ventures with established oil majors, but found themselves holding the short end of the stick after being schemed out of the equation.
Protect Trade secrets/other Intellectual property…
Intellectual Property Theft
A Possible Paradigm Shift
Include Intellectual Property Terms in the Joint Venture Agreement
Innovation Savvy contract counsel
Envisage Possible Improvements…
Clearer Employee Roles…
The way forward…
This writer sees a future where research and innovation will play an increasingly important role in the Nigerian energy industry with more joint ventures being formed to capitalize on/commercialise new innovations or to pool resources to create new solutions as distinct from developing oil acreage or building refineries.
A willingness to work with the locals and the middle men by enlisting their support to combat the more horrific types of illegal refiners down the line will be a useful tool in stamping out crude oil bunkering in Nigeria. Let brute force be the last card…
Olufola Wusu Esq.
Copyright © 2012
?kay let’s get started…
Your thoughts anyone?
by Olufola Wusu Esq