RWI_PPT_GRP18 updated with all chapters.ppt

confidential contract document as it would be irresponsible for me to generate legal documents. However, I can offer a general structure and key elements to consider when creating a confidentiality agreement (also known as a non-disclosure agreement or NDA).

Confidentiality Agreement

This Confidentiality Agreement ("Agreement") is made and entered into as of [Date] by and between [Company Name], a [State of Incorporation] corporation with a principal place of business at [Company Address] ("Disclosing Party"), and [Counterparty Name], a [State of Incorporation] corporation with a principal place of business at [Counterparty Address] ("Receiving Party").

1. Purpose

The purpose of this Agreement is to protect the confidentiality of certain Confidential Information (as defined below) disclosed by the Disclosing Party to the Receiving Party.

2. Confidential Information

"Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by any other means, that is designated as confidential or that, by the nature of the circumstances surrounding the disclosure, ought to be treated as confidential. Examples of Confidential Information may include:

Trade secrets
Technical information
Business plans
Customer lists
Marketing strategies
Financial information
Unreleased product information

3. Obligations of Receiving Party

The Receiving Party agrees to:

Hold the Confidential Information in confidence and use it only for the purposes authorized by this Agreement.
Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
Take all reasonable measures to protect the confidentiality of the Confidential Information, using at least the same degree of care that it uses to protect its own confidential information of a similar nature.
Not reverse engineer, decompile, or disassemble any Confidential Information.
Promptly notify the Disclosing Party of any unauthorized use or disclosure of the Confidential Information.

4. Exceptions to Confidentiality

The Receiving Party will not be obligated to keep Confidential Information confidential to the extent that such information:

Is already known to the Receiving Party without a confidentiality obligation.
Is or becomes publicly known through no fault of the Receiving Party.
Is rightfully obtained by the Receiving Party from a third party without a confidentiality obligation.
Is independently developed by the Receiving Party without use of the Confidential Information.
Is required to be disclosed by law or by a valid court order.

5. Term and Termination

This Agreement will remain in effect for [Number] years from the Effective Date. The Agreement may be terminated earlier by either party upon written notice to the other party. The Receiving Party's obligations to protect the confidentiality of the Confidential

1. DEPARTMENT OF MECHANICAL AND
INDUSTRIAL ENGINEERING.
COURSE:MG 624. CONTRACT MANAGEMENT AND ADMINISTRATION
(COURSE INSTRUCTOR: DR. J. KAFUKU)
GROUP 18
UNIVERSITY OF DAR ES SALAAM
COLLEGE OF ENGINEERING AND TECHNOLOGY

2. S/No. NAME REGISTRATION NUMBER
1
ARBOGAST KIHAULE 2023-06-00964
2CHACHA MWITA 2023-06-02024
3KAHOZA KIDILIMA 2023-06-00234
4LEMKI SULEIMAN 2023-06-01109
5FRANK MAYILA 2023-06-01375
PARTICIPANTS –GROUP NO. 18

4. CONTRACTS CONFIDENTIAL:
Ending Secret Deals in the Extractive Industries
OUTLINE:-01. Business Case For Transparency of Contracts.
02. What confidentiality Clauses in extractive industry contracts actually say.
03.Commercially sensitive information and the Public Interest.
04. Policy Arguments and Counter Claims.
05. International Policy and Practice on Contract Transparency.

5. Chapter 1 : Business Case For Transparency of Contracts
Chapter Overview
Examines the critical role that contracts play within the extractive sector.
It emphasizes how these contracts, which are often undisclosed or lacking in
transparency, significantly impact the entire value chain of natural resource
development.
From the initial decision to exploit resources to the stages of exploration,
revenue collection, and the subsequent expenditure of state revenues,
contracts shape the outcomes and benefits derived from these activities.
Thus suggests a need for disclosure of Host Government Agreements
entered between governments and companies in the developing world.

6. Chapter 1 : Business Case For Transparency of Contracts
Reasons to require transparency in Oil, Gas and Mining Contracts as per RWI
Essential for the responsible management of natural resources and the potential for
growth and economic development that those resources can provide.
Citizens have a right to know how their government is selling their resources.
It is undemocratic for these contracts to be kept secret.
Without contract transparency, fears of the worst flourish, and mistrust and conflict are
magnified among stakeholders.
Contract transparency will help governments get a better deal for their resources, provide
an incentive for governments and companies to make more durable deals, and deter
corruption.
Contract transparency will help governments get a better deal for their resources, provide
an incentive for governments and companies to make more durable deals, and deter
corruption.

7. Chapter 1 : Business Case For Transparency of Contracts
Industry and State arguments against making Extractive contracts public.
Protection of commercial sensitive information.
Apprehension to match concessional deals or competing in a “race to the bottom”.
Avoiding antagonizing constituents and exposing incompetence ,or corrupt practices.
Report comment on real and compelling reasons for avoidance to publicly share contract:
“No one asked “ thus both state and private industry avoid making the contracts public.
For historical reasons there was no incentive to the industry to disclose contracts .
NGO pressures to demand transparency

8. Chapter 1 : Business Case For Transparency of Contracts
Focus of the report:
Contracts between governments and companies in extractive industries.
The contract known as State-Investor agreement or Host Government
Agreements(HGAs).
Large investment projects involves many contracts , sometimes hundreds of them ;
entered between contractors and subcontractors.
One contract among these is the “PRIMARY CONTRACT” between a State or State-
owned entity and a Company or consortium of companies which supersedes all the other
contracts.
The Primary Contract is the candidate of which the report require be transparent or
disclosed to the public.
The term “primary contract” is the context of the report was used to indicate the contract
concerned with exploration or exploitation of a resource.
Mention areas in the agreements that should be disclosed.

9. Chapter 1 : Business Case For Transparency of Contracts
Types of “Primary Contracts”
Concession agreements:
Concession agreements grant exclusive rights to explore, develop, and extract natural resources (e.g., minerals, oil, gas) within a specified area to a private entity
or consortium.
The concessionaire typically bears the financial and technical risks of exploration and development in exchange for the righttoexploit and profit from the resources.
These agreements often specify royalty payments and other fiscal terms to the host government.
Concessions can be seen as a form of outsourcing, benefiting various parties.
They are commonly used to access land or facilities
License agreements:
License agreements grant companies the right to explore and exploit natural resources (such as oil or minerals) within a specified area.
These agreements define the terms, conditions, and obligations related to exploration and production activities.
Licensing is a common approach for private investors to participate in resource development
Production sharing agreements (PSA):
PSAs are prevalent in petroleum exploration and development.
Under a PSA, the government and an oil company share the production (revenue and costs) from a specific project.
The company bears exploration and development costs, and the government receives a share of the produced resources.
PSAs aim to balance economic benefits and regulatory authority
Service agreements:
Service agreements involve companies providing specific services (e.g., drilling, transportation, maintenance) to extractive projects.
Unlike other agreements, service contracts do not grant ownership or rights to resources.
Instead, they focus on service provision and are common in the oil and gas industry

10. Chapter 1 : Business Case For Transparency of Contracts
Information in the primary contract requiring disclosure:
(a) Recitals/Preamble:
The start of the contract usually identifies the parties involved, states the effective date, and outlines the general purpose of the
agreement. It provides a summary, often in simpler terms, of the primary reasons for entering into the contract.
(b) Definitions
Early in the contract, there will be a section defining the key terms used in the contract.
(c) Grant of formal legal title
Formal legal title is granted from the state to the company.
(d) Oversight
Detail how decisions on operations will be made by the government and the company, potentially establishing a technical or advisory
committee with defined powers and responsibilities, including voting rights and meeting schedules.
If the state has equity participation in the project, the contract may outline the financing structure, resource allocation, operational
control, and decision-making processes, including voting rights and board seat allocation.
(e) Rights, Duties, and Obligations
Obligations: Work requirements, employment, training, health and safety, reporting, environmental standards, land acquisition,
community compensation, and development obligations.
Fiscal Provisions: Fees, taxes, royalties, bonuses, exemptions, and methods for calculating payments.
Fiscal Considerations: Foreign exchange, capital repatriation, debt repayment, revenue distribution, and intercompany transaction
regulations.

11. Chapter 2 : What confidentiality Clauses in extractive industry
contracts actually say
Introduction:
The text examines confidentiality clauses in extractive industry
contracts, primarily focusing on oil and mining agreements between
companies and governments.
It challenges the common claim that these clauses prevent disclosure,
arguing that in most cases, confidentiality clauses are not significant
barriers. Contracts often allow for information disclosure through
mutual consent or as required by law.

12. Chapter 2 : Key Points
a.Generic Nature of Clauses:
Most confidentiality clauses are standard and broadly similar across contracts,
regardless of country, contract type, or date of signing.
They typically declare all exchanged information confidential but include exceptions
for public information or disclosures required by law.
b.Broad Range of Information Covered:
Clauses cover various information, often including technical data.
Some contracts, like Denmark’s Model License, allow disclosures if in the public
interest.
c.Time Variation for Confidentiality:
There is no standard duration for confidentiality; some clauses call for indefinite
confidentiality, while others tie it to the contract’s termination.

13. Chapter 2 : Key Point
d. Country-Specific Patterns:
Clauses tend to follow country-specific patterns, suggesting countries,
rather than companies, dictate these terms.
e. Exceptions Allowing Disclosure:
Common exceptions include information in the public domain, legally
mandated disclosures, and sharing with affiliates, bankers, insurers, or
prospective buyers.
f. Practical Implications:
Governments and companies can agree to disclose contracts, and
governments can mandate disclosure through law.
Companies can sometimes disclose unilaterally, as illustrated by Freeport
McMoRan's release of the Tenke Fungurume Mining contract despite
initial resistance from the Congolese government.

14. Chapter 2 : Key Point
g. Legal Mechanisms and Breaches:
•Breaches of confidentiality clauses are rarely litigated, and few contracts specify
penalties for such breaches.
•Confidentiality clauses generally do not apply to third parties who have not
signed confidentiality agreements.
Conclusion
Confidentiality clauses in extractive industry contracts are widespread
and standardized, covering broad information ranges with several
exceptions that permit disclosure. While parties can often disclose
information through mutual consent or legal requirements, actual
practices and willingness to disclose vary, influenced by political and
economic contexts.

15. Chapter 3:-Commercially sensitive information and
the PublicInterest
•A 1.What Is Commercially Sensitive Information?
•There is no universally precise definition of “commercially sensitive information.”
•Generally, it refers to data unique to a company, commercially valuable, and not publicly
accessible.
•Examples include intellectual property rights (IP), trade secrets, and other sensitive business
information.
•Trade secrets, unlike other forms of IP, remain secret and provide a competitive advantage.
•1.2 Trade Secrets:
•Trade secrets encompass confidential information that gives a business a competitive edge.
•Examples include unique ingredients in a recipe, profit margins per client, or undisclosed marketing
strategies.
•Examples of Commercially Sensitive Information:
•Tender documents

16. •Spreadsheets calculating financial impacts (e.g., redundancy processes)
•Emails threatening legal claims
•Such information reveals how a company generates profit or sustains losses
•Remember that the concept of “commercially sensitive information” can vary
across industries and markets. It’s crucial to balance transparency with
confidentiality in the public interest.
2. What Is Commercially Sensitive Informationin extractive industries?
It outlines characteristics of such information:
Financial terms related to the desk, Assessment of commercial viability,
Legal obligations, Environmental mitigation costs, Quality and quantity of
reserves, Operational data.
Some of this information may fall under the definition of “Trade secret” if not
in the public domain.

17. B Disclosure of Commercially Sensitive Information:
Mentions that specific details (e.g., environmental mitigation processes) are often not
included in primary contracts but may be addressed in separate agreements.
Payments throughout the contract’s life (except set payments like signature bonuses) are
rarely specified in the contract itself.
Overall, commercially sensitive information varies and isn’t always explicitly outlined in
primary contracts.
1.1 Commercially Sensitive Information:
Information labeled as “commercially sensitive” is often not found in primary contracts.
Primary contracts may not contain specific details related to environmental costs, operational
processes, or community development funds.
Trade secrets and pending litigation references are rare in contracts.
Disclosure of such information depends on public interest and democratic accountability.

18. .
1.2 Transparency and FOI Legislation:
•Over 78 countries have established mechanisms for requesting government-held information.
•Many sub-national government bodies also have public disclosure laws.
2. FOI Principles:
•FOI laws assume that government information should be public unless there is a valid reason for confidentiality.
•The burden of explanation lies with the government, not the requester.
•Governments should actively publish key information even without specific requests and Exemptions for non-disclosure:
•Common exemptions include national security, internal working documents, law enforcement, personal privacy, and
trade secrets.
•Information should be interpreted narrowly, and redactions should be minimal.
•Balancing Disclosure and Harm:
•Non-disclosure should be limited to cases where extreme harm would result or when it’s not in the public interest.
•Potential embarrassment or loss of confidence should not be considered when deciding disclosure.
•2.1 Trade and Commercial Secrets:
•To withhold information under this exception, it must not have been previously disclosed and must cause substantial
harm to the provider if revealed.

19. Trade and Commercial Secrets Exception:
This section pertains to the exception under Freedom of Information (FOI) statutes related to trade secrets and commercial information.
Information deemed a “trade secret” is protected from disclosure.
In the United States, “commercial or financial information” is essentially co-extensive with trade secrets.
The issue arises when deciding whether to redact parts of an agreement.
2.3 “Not Previously Disclosed or in the Public Domain”:
FOI principles establish a further test for information.
Even if contracts include protected information, the question is whether it has been previously released or exists in the publicdomain.
Industry knowledge often renders certain information public.
US jurisprudence suggests that the “public domain” aligns with “industry knowledge.”
US FOIA and Public Domain:
The Freeman case involved mining permits and private title to public land under the US General Mining Law of 1872.
The court rejected the argument that all substantive terms of a proposed mining operation qualified for exemption under FOIA.
Only information not generally known in the industry qualifies for exemption.
Disclosure of information, even if not publicly available, must be shown to be disadvantageous.

20. 2.3 “Likely to Cause Substantial Harm” to Competitive Position:
2.3.1 Financial terms of deals (e.g., taxes, royalties, profit oil) are generally known within the industry.
Arguments against contract transparency causing competitive harm seem weak.
One-time or set payments (e.g., community development funds) should be treated as basic contract terms subject to disclosure.
Work obligations are more challenging to assess; disclosure may cause competitive damage in certain circumstances (e.g.,
frontier regions).
2.3.2 References to Future Transactions and Trade Secrets:
Information about future transactions and trade secrets is commercially sensitive
Disclosure could cause discrete harm, meeting the “actual harm” test of FOI legislation.
2.3.3 Other Contract Terms:
Some payments (e.g., one-time contributions) are less significant and may not cause competitive harm if disclosed.
Local content, employment, and training information are unlikely to cause harm if disclosed.
Financial terms of the deal are likely to be in contracts and may be disclosed

21. .
3. The key points from the section titled “Contracts should be disclosed under FOI principles”:
3.1 Importance of Disclosure:
•Contracts should be made public under Freedom of Information (FOI) principles.
•This transparency serves several purposes, including fiduciary responsibility, public oversight, and
accountability.
3.2 FOI Laws and Challenges:
•FOI laws vary by country.
•Governments may resist disclosure despite these principles.
•Creating databases of information in line with FOI requirements remains a challenge
•“Ecuador Example”:
•Ecuador’s Constitution grants access to information and prohibits classifying public archives as secret.
•The Organ on Transparency and Access to Public Information (LOTAIP) enforces this right.
•Hydrocarbon contracts in Ecuador are publicly available online.
•“Uganda Example”:
•Uganda discovered oil, and citizens used FOI laws to seek access to signed contracts.
•While some parliamentarians gained access, wider public access remains uncertain.
•An independent expert assessed one contract with Tullow Oil as beneficial for the country.

22. Chapter Four: Policy Arguments and Counter Claims
•Having now addressed the value of contract transparency, the contractual
constraints to it, and the balance between commercially sensitive
information and the public interest, we wish to address a number of
questions about whether the battle is worth the effort. Specifically:
•Will contract transparency really help fight corruption?
Inexplicable giveaways and major asymmetries in contracts, while they
may simply be due to a lack of capacity of the negotiators, could also point
to official misconduct resulting from corruption. Contract transparency
provides a strong incentive for government officials and company
representatives to operate within the bounds of the law and not to deviate
from general contract forms and terms, as any discrepancies would be
publicly disclosed.

23. Aren’t These Contracts Too Complex for the Public to nderstand?
•Extractivecontractsarecomplex.Expertswilldisagreeonhowtovaluethemand
untrainedreadersmaybemisledoroffendedbytheirlanguage.Asaresult,they
maybeexploitedbydemagoguesorpoliticalopponents.Butitisnotclearthat
contractsecrecypreventssuchanoutcome;furthermore,muchgovernment
informationiscomplex,butthatisnotasufficientreasontokeepitfromthepublic.
•Won’tcontracttransparencyresultinrenegotiations?
Governmentsandcompaniesareapprehensiveaboutopeningthemselvesuptothe
criticismorembarrassmentthatcouldresultfromthepublicdisclosureofcontracts.
Acontractwillrarelysatisfyallinterestedconstituenciesinacountry.Evenwhenthe
termsmayhavebeenreasonablewhennegotiated,circumstancesmayhave
changed,makingadealthatlookedgoodwhensignedseemlikeawindfalltoa
company.Inshort,itisnothardtoenvisioncontracttransparencyresultingincalls
fortherenegotiationofcontracts.

24. Will Contract Transparency Lead to a Race to the Bottom…or the Top?
•Contracttransparencywillaffectthenegotiatingpostureofcountriesandcompanies
byaddingtotheinformationattheirdisposal.Thebenefitsandburdenswillvary;but
inconsistentapplicationoftransparencymayplaceunequalburdensonsome
companies.
•Somecompaniesarguethatcontractdisclosurewillforcethemtoofferthesameor
bettertermsinthefuture.Fromthepointofviewofcitizens,governmentand
investorsthatintendtoremaininacountryoverthelongterm,contractsthatprovide
agooddealforallpartiesisdesirable,andthegoalofcontracttransparency

25. Cont..
•Othersarguethatwhenitemssuchastaxandroyaltyratesaredisclosedin
combinationwithprojectlevelproductionandpaymentdata,thisinformationcould
revealthecoststructureandpricingstrategyofacompany,givingcompetitorscrucial
informationthattheycouldeithermimicoruseagainstthedisclosingcompany.
•Itseemsunlikelythatcontracttransparencywouldcausearaceeithertothe
toportothebottom.
Contractsarealreadyavailablethroughpay-for-accesssites,existinggovernment
disclosures,andindustrypublications.Companiescurrentlyoperateandcontinueto
seekopportunitiesincountrieswherecontractsarepubliclydisclosed,including
Congo-Brazzaville,Ecuador,Liberia,PeruandTimorLeste.Whilecompaniesdo
havesignificantbargainingpowerovermanygovernments,theresourcesonwhich
theirindustrydependsarefiniteandlocation-specific,givinggovernmentssome
measureofbargainingpower.Contracttransparency,incountrieswhereithas
occurred,doesnotappeartohavebeenadeterrenttoinvestment.

26. Cont..
•Whilecompaniesdohavesignificantbargainingpowerovermanygovernments,the
resourcesonwhichtheirindustrydependsarefiniteandlocation-specific,giving
governmentssomemeasureofbargainingpower.Contracttransparency,incountries
whereithasoccurred,doesnotappeartohavebeenadeterrenttoinvestment.
•Will Companies Ever Agree to Contract Transparency?
To answer the question of whether private enterprise will ever fully embrace transparency
in the extractive industries, we need to know who is really driving contract secrecy:
companies or governments? Interviews, experience and research indicate that the answer
depends on individual governments and companies and the power dynamics of particular
situations.

27. Cont..
•Somebelievethatgovernmentsaredrivingsecrecy,andthereissomeanecdotal
evidencetosupportthisbelief.InUganda,activistsandparliamentariansarecurrently
seekingaccesstocontractssignedwithTullowOilPlc.Thecompanyhaspublicly
statedthatitwilldisclosecontracts,butonlyifthegovernmentallowsit.73Onthe
otherhand,individualsinvolvedinthenegotiationofGhana’srecentoilcontracts
reportthatthegovernmentwasafraidofcompanyreactionifitcommittedtocontract
transparency.Itseemsthatgovernmentsandcompanieswillrarelymakecontracts
publicunilaterally,evenifthelawallowsit.

28. ‘
Chapter Five:
International Policy and Practice on Contract Transparency
A. Host Country
1. Law and Policy; Many countries have not yet reached fully contract transparency in extractive industries.
Full transparency requires governments to make all past and present contracts publicly accessible, ideally for
free and anonymously, so that citizens can access them without fear of harassment.
•The are countries that have committed contract transparency as a policy and those with ad hoc disclosures in
one of their extractive sectors. For instance;
a.Ghana:Committed to transparency of oil contracts.
b.Liberia:Contract transparency in recently passed Liberia EITI Act.
c.Timor-Leste:Production Sharing Contracts (PSCs) signed in the Timor Sea zone. Other countries like
Congo-Brazzaville, Ecuador, Peru, and the Democratic Republic of Congo have engaged in ad hoc
disclosures.
•In some cases, individuals can request access to contracts through relevant ministries or parliamentary
libraries. However, the countries are not listed as "disclosing countries" due to inconsistent disclosure
practices, poor record-keeping, high costs, and frequent rejections of requests.

29. 2. Parliamentary Approval of Contracts
Somecountriesrequireparliamentaryapprovalforforeigninvestmentorresource
extractioncontracts,makingthempublic.Thisisbecauseparliamentaryapprovalcan
bealegalrequirementorawaytolimitexecutivepower.Essentially,thesecontracts
aretreatedliketreatiesandrequirepublicoversight.
Countriesthatrequireparliamentaryvettingofcontractsinclude:
•Azerbaijan:Theparliamentratifiesorvetoesinternationalagreements,includingextractive
industrycontracts,whichthenbecomelaw.
•Egypt:ProductionSharingContracts(PSCs)needlegislativeapproval.
•Georgia:Foreigninvestmentcontractsaretreatedasinternationaltreatiesandneedparliamentary
approval.
•Kyrgyzstan:PSCsinvolvingforeignentitiesmustberatifiedbyparliament.
•Liberia:Investmentcontractsrequireparliamentaryratificationafternegotiationandsignatureby
executiveministries.
•SierraLeone:Parliamentcanreviewminingcontractsbeforesigningbutcanonlysuggest
changes.
•Yemen:ContractsbecomeActsofParliamentandpartofYemenilawasrequiredbythe
constitution,apolicyrecentlyupheldinaninternationalarbitration.

30. Examples
Azerbaijan
•TheAzeriParliamentcanapproveinternationalagreements,includingextractiveindustry
contracts,undertheConstitution.Thesecontractsbecomelawbutaretypicallynotaccessibleto
thepublicdespitebeingtheoreticallyopen.
•TransparencyimprovementsinAzerbaijan'sextractiveindustriesarehinderedbyongoingcontractsecrecy,
requiringenhancedeffortsforaccountabilityanddemocraticgovernance.
Liberia
•DuringLiberia'stransitionalgovernment,parliamentarianshadlimitedaccesstoinvestment
contracts,receivingonlybriefsummaries,liketheMittalSteelminingagreement.Now,theycan
reviewfullcontracts,butobtainingallannexesremainsdifficult.
•Liberiastrivesfortransparentaccesstoinvestmentcontracts,showingrecentcommitmentto
resourcemanagementaccountability.
3.ContractTransparencyCaseStudies:DRC,Liberia,andPeru
.Itisincreasinglybecomingagovernmentalpractice,althoughitoftenoccursonanadhocbasis
andislimitedtospecificsectorsorindividualcontracts.Letlookhowvariouscountrieshave
approachedthetransparencyoftheircontracts.

31. i. Democratic Republic of Congo’s Mining Contract Review:
•TheMinistryofMinesinDRCreviewed61miningcontractsfrom1996-2006duetoconcerns
overrushedsalestoinexperiencedfirms.Initiallypromisingtransparency,theprocesslater
becameopaquewithlimitedcivilsocietyinvolvementandnopublicdisclosureofrenegotiated
contracts.
•ii. Peru’s Hydrocarbon Contracts:
Peru is a major gas producer following the discovery of the Camiseareserve, with oil
derivatives comprising 9% of total exports in 2005. Peru's transparent legal environment for
gas and oil contracts has attracted investment and fostered public engagement, but has not
fully eliminated corruption, as evidenced by the 2008 "Petrogate" scandal.
•iii.TheMittalSteelIronOreContractwithLiberia
InLiberia,citizenpressureledtopublicdisclosureandrenegotiationofcontracts,
notablywithMittalSteel,underPresidentJohnson-Sirleaf.Despitechallenges,
improvementsweremade,butaccessremainshinderedbytheabsenceofa
centralizeddatabase.

32. B. Companies
•Few companies have adopted contract transparency policies. The BTC consortium’s disclosure of
its contracts is a notable exception, but it has not led to a permanent policy by BP or other
consortium members.
C. Home Countries
1. Law
•U.S. policies on contract transparency are unclear and poorly enforced. The 2006 Foreign
Operations Appropriations Bill restricts funding for non-compliant extractive industry projects, but
no funds have been withdrawn for non-compliance.
2. Securities Regulations
•Tracking public contracts in extractive industries is challenging due to inconsistent disclosure by
major mining and oil companies, influenced by varying interpretations of disclosure rules.
•Company Self-Reporting: Varying interpretations of disclosure rules.
•Definition of Material Contracts: Smaller companies disclose more contracts, while large
multinationals may not.
•Public Availability:Full contracts often not required, only major terms.

33. International Financial Institutions(IFIs)
•IFIsadvocateforcontracttransparencybutstrugglewithimplementationgaps.TheIMF's
guiderecommendsdisclosingoil,gas,andmineralcontractswithdetailedprocedural
recommendations.
•Foropenbidswithfixedterms:publicizeallbidsandfinalcontracts,includingseismic
anddrillingdata.
•Foropenbidswithvariableterms:disclosewinningbidsandallowinternational
scrutiny.
•Fornegotiateddeals:publishcontractawardsandtermsex-posttomitigatecorruption
risks.
•DespiteIMFandWorldBankadvocacyforcontracttransparencytoenhancegovernance
andreducecorruption,implementationislimited.MostIMFandWorldBankoperationsin
resource-richcountrieslackcontractdisclosurerequirements.Only12%ofIMF-assisted
countriesuseitasabenchmark,andonlyoneIFCprojecthasmandateditsince2003.
Industry
•Industrygroupsandcompaniesshowreluctancetowardsfullcontracttransparency,
preferringlimiteddisclosureswithinindustrycircles.

34. Conclusions and Recommendations
Improvingcontracttransparencyinextractiveindustriesrequireshoststatestoenactlawsandpublish
modelcontracts,homestatestoenforcedisclosurelawsandreviseconfidentialityclauses,andcompanies
torefinetheirpolicies.Internationalfinancialinstitutions,banks,andUNagenciesshouldimplement
consistentdisclosuremandatesandadvocateagainsthinderinglaws.NGOsshouldmonitoraccess
challengesandadvocatefordisclosure,whileresearchcaninformparliamentaryrolesinensuring
accountabilityandsustainabledevelopment.
BestPracticeConfidentialityClauses
A.Thisagreementwillbepubliclydisclosedthroughgovernmentgazettes,federalregisters,ministrywebsites,libraries,
orparliamentaryrecords,withprovisionsforconfidentialityunderdisclosurelaws,securitiesrules,and
B.ExtractiveIndustriesTransparencyInitiativerequirements.
•a)ConfidentialInformationmustbekeptconfidentialforthreeyears,exceptasallowedbylaw,excludingpublicly
availabledata,government-submittedfinancialstatements,scientificdata,orinformationdisclosedbylaworcourt
order.
•b)PartieswillmaintainconfidentialityofdisclosedConfidentialInformation,sharingitwithadvisorsorasrequiredby
law,legalprocesses,orlitigationrelatedtotheAgreement.
•c)TheAgreement,includingannexesandamendments,isnotconfidential.Informationonroyalties,payments,taxes,
anddutiesessentialforcomputationorenforcementundertheAgreementisnon-confidential.