Negotiate the Contract – Draft, Negotiate and Review Contractual Provisions

CCSI, together with the World Bank and Natural Resource Governance Institute, developed ResourceContracts.org, an online, searchable and user-friendly database of publicly available oil, gas and mining contracts from around the world. Users can search contracts by country, by natural resource, or by type of contract; view summaries of key social, environmental, fiscal, and operational provisions; and download full contracts.

CCSI’s OpenLandContracts.org is an online, searchable and user-friendly database of publicly available contracts for commercial agriculture, forestry and renewable energy projects from around the world. Users of the website can search contracts and associated documents by different categories; view summaries of key social, human rights, environmental, fiscal, and operational provisions; compare certain provisions across contracts; and download full PDF versions of documents.

Mining Contracts – How to Read and Understand Them was produced by a diverse group of 14 experts from Africa, Asia, North America, South America, and Europe to help policy makers, civil society, citizens, and the media understand the often complex and opaque terms of mining contracts. This guide explains in layman’s terms the principal features of a contract, compares different approaches to key issues, and supplies the context and background necessary for non-specialists to understand how contracts are negotiated and what they say.

Available in French and English.

Oil Contracts – How to Read and Understand Them is the sister-guide to the Mining Contracts – How to Read and Understand Them resource. It is a plain-language guide for non-specialists on the often complex and opaque terms of oil contracts. It was produced to help people understand the terms governments negotiate with oil companies, including revenue sharing, operations, and contract pitfalls.

PetroleumEcon.com offers an NPV (Net Present Value) model designed to analyze concessionary arrangements in upstream petroleum projects. It implements discounted cash flow techniques to evaluate economic attractiveness under royalty/tax systems or production sharing agreements, supporting sensitivity analysis, scenario comparisons, and Monte Carlo simulations for reserves and price uncertainty. 

The Model Mining Development Agreement is a template created by the International Bar Association’s Mining Law Committee that can be used by mining companies and host governments for mining projects. It provides a balanced, 200+ page draft contract for mining projects in developing countries, with sample clauses drawn from real agreements to support negotiations between governments and companies while prioritizing sustainable development.

Available in English, Spanish, French, Portuguese, Chinese, and Russian.

The IISD Guide to Negotiating Investment Contracts for Farmland and Water is a legal and policy tool for governments and communities that are involved in negotiating investment contracts with foreign investors. The guide focuses on a particular type of contract involving long-term leases of farmland. Part I, Preparing for Negotiations, is designed to assist in the preparatory phase. Part 2, Model Contract, is structured like an investment contract for the lease of farmland and proposes model provisions.

CCSI reviews mining contracts since 2015 for evidence of climate provisions. They find such contracts to be silent in key areas such as renewable energy integration, deforestation accounting, and water use regulations. The report recommends governments include stronger climate-related clauses such as climate risk assessments, robust closure plans, and tailings dam design justifications in future negotiations.

CCSI quantifies emissions from refining and petroleum product sales, attributing significant shares of global carbon footprints to oil supermajors. The report demonstrates that downstream activities, not just production, are major drivers of emissions. The findings reinforce broader calls for industry accountability, and help justify strong environmental clauses and regulatory safeguards within contracts with major oil companies.

This report points out accountability issues when fossil fuel assets are sold. CCSI warns that without proper governance, such asset sales may conceal future climate liabilities. Negotiators may be aided by this justification for demanding full emissions disclosure and buyer liability provisions in asset transfer contracts. Recommendations from the report include enhanced transparency and disclosure practices.

This short document presents a draft set of international principles to govern oil and gas infrastructure transactions. Emphasis is placed on ensuring transparency, continued emissions responsibility, and clear decommissioning duties. The framework aims to provide ready-made language that can be incorporated into contracts to protect both host states and the climate.

This roadmap from the IFC identifies emissions hotspots in mining, refining, and transport operations, as well as technology options and financing strategies, on the road towards decarbonizing copper and nickel value chains. For negotiators, it can serve as a resource to implement contractual commitments from mining firms to adopt low-carbon practices.

This article reviews how governments of resource-rich countries used their sovereign wealth funds during the COVID-19 crisis. It finds that some funds provided effective fiscal buffers, while others were weakened or poorly managed. Key lessons are drawn for crisis preparedness. For negotiators, the analysis can help frame the importance of stabilizing fiscal clauses and effective revenue management mechanisms in contracts.

This briefing outlines how international investment treaties structure the rights of foreign investors and limit host state regulatory authority. CCSI highlights tensions between investor protections and governments’ need to safeguard public interests, including environmental and social outcomes. The note provides an overview of instruments like stabilization clauses and ISDS that frequently arise in extractive sector contracts.

This short note lays out practical pathways for embedding climate and just transition clauses into extractive industry agreements. It emphasizes how contracts can allocate responsibilities for decarbonization, climate risk management, and social impacts. The guidance is concise, highlighting specific areas where drafting interventions are possible.

CCSI argues that strengthening investment governance is essential to advance climate goals, whereas expanding investor protection architectures risks undermining them. Their argument critiques ISDS as an obstacle to climate-aligned policymaking. The authors advocate for frameworks privileging sustainable development outcomes over narrow investor interests.

This paper examines how equity and fairness should inform the design of compensation mechanisms for climate change and the energy transition. It emphasizes differentiated responsibilities and distributive impacts across states and companies. Concrete pathways are suggested to embed equity principles in agreements.

This piece explores the risks posed by ISDS for states attempting to govern critical mineral sectors central to the energy transition. It demonstrates that investor–state arbitration can create regulatory chill, constraining governments’ ability to introduce reforms. The authors propose policy and legal strategies to address these constraints.

This report studies how climate-related risks, including carbon pricing, stranded assets, and regulatory shifts, are distributed between states and investors in mining contracts. It finds that contract terms often shift risks disproportionately to governments. Key recommendations highlight more balanced allocations.

This in-depth study compares offshore oil and gas decommissioning obligations across ten jurisdictions. It identifies common gaps in managing liabilities, financing cleanup costs, and clarifying operator responsibilities. The analysis reveals frequent risks of costs shifting from companies to the public sector. For negotiators, it serves as a comparative resource to design contracts that ensure private operators bear full decommissioning responsibilities.

This report examines how investor–state contracts currently allocate liability for offshore oil and gas decommissioning. It reveals weaknesses in contractual design that may expose host states to large costs. Recommendations cover specific drafting techniques to close these gaps.

This CCSI piece explores how reform-minded leaders can overcome barriers to improve extractive sector governance. It emphasizes coalition-building, timing, and informed strategies to enable institutional change. Lessons are drawn from comparative case studies.

The paper examines the concept of political will and its influence on reform in the extractive sector. It stresses that “political will” is not fixed, but can be cultivated or constrained by circumstances. Analytical tools are provided to understand and assess will in specific contexts. In a negotiation context, it can be helpful to assess the depth of government commitment to contractual provisions, informing realistic design and expectations.

This status update evaluates how mining companies report and perform against the Sustainable Development Goals. The findings show uneven progress and gaps between commitments and delivery on the ground. Recommendations highlight actionable entry points for improvement. Benchmarks against which to measure and negotiate company sustainability commitments can be helpful for negotiators.

This paper reviews fiscal measures adopted during the pandemic in mining sectors of resource-rich states. It shows that many incentives, while easing immediate pressures, risked long-term revenue losses. The report advises caution in using tax relief. For negotiators, it reinforces the importance of protecting fiscal stability in contracts even during times of crisis.

Available in English, French, and Spanish.

The report presents ten innovative policy ideas to modernize mining taxation systems. It emphasizes approaches that improve fairness, capture windfalls, and better align with sustainable development. The ideas are informed by emerging global norms and transition needs. For negotiators, it supplies a toolkit of fiscal design options to insist on fairer revenue-sharing arrangements.

This in-depth assessment highlights opportunities for developing countries to move beyond resource extraction by engaging in innovation across mid- and downstream critical mineral supply chains. It addresses barriers such as financing and technology access, while proposing strategies to capture higher value. The report links mineral governance to economic diversification and developmental gains. In a negotiation context, it strengthens the case for securing commitments on technology transfer, local innovation, and R&D in mineral investment contracts.