On November 11, 2025, the Government of Guyana (GoG), through the Ministry of Natural Resources (MoNR), signed a Petroleum Sharing Agreement (PSA) with the consortium of TotalEnergies EP Guyana Shallow SAS (TotalEnergies), QatarEnergy International E&P LLC (QUIE), and Petronas Energy Guyana SDN. BHD (PEGSB).
This is the first agreement signed after the GoG produced its model PSA.
I initially intended for this article to cover both the structural and substantive differences between the ExxonMobil Guyana Limited-led 2016 PSA and the TotalEnergies-led 2025 PSA, but early research quickly revealed the folly of this ambition.
The two PSAs, though similar, differ in form and substance. Covering both in this article will make for onerous reading. Thus, this week I will address only the structural differences. My next article will cover substance.
As a preliminary point, the TotalEnergies 2025 PSA, except for a few minor differences, follows Guyana’s model PSA. So, what are the differences between the model PSA and the TotalEnergies 2025 PSA?
The numbering and headings for Articles 1-12 of the TotalEnergies 2025 PSA follow the model PSA exactly. For Articles 13-19, the numbering remains the same, but some of the headings have been changed. In the model PSA, Articles 13 and 16 are titled “Well Testing” and “Development Plan”, respectively. In the TotalEnergies 2025 PSA, they are renamed “Data Acquisition and Well Testing” (signifying an intent to address both matters in the same Article) and “Field Development Plan”, respectively.
Article 20 of the model PSA is titled “Flaring and Venting of Gas”, but this heading was removed in the TotalEnergies 2025 PSA. There is no publicly available explanation for this deviation, but the GoG and the consortium may have, in accordance with modern upstream contract practice, decided to treat flaring and venting of gas as a regulatory issue to be addressed in, for example, an environmental permit, rather than a contractual obligation.
The deletion of this heading entirely reduces the number of Articles from 50 (as provided for in the model PSA) to 49, as seen in the TotalEnergies 2025 PSA. Finally, Articles 20-49 of the TotalEnergies 2025 PSA use the same headings as the model PSA, except that Article 40, which was titled “Abandonment,” is now titled “Decommissioning”, in keeping with the language employed in Guyana’s Petroleum Activities Act 2023 (the PA Act). It is safe to assume the GoG decided to go with “Decommissioning” because it is a broader concept that encompasses various activities, including, but not limited to, “Abandonment”, which was used and applied more broadly in older contracts to refer to what modern instruments now call Decommissioning.
Macro-structural analysis
Although strongly mirroring the ExxonMobil Guyana-led 2016 PSA, the TotalEnergies-led 2025 PSA reflects elements commonly found in United Nations Commission on International Trade Law (UNCITRAL)-style PSAs, World Bank “Model Petroleum Contracts” guidance, and standard international PSAs.
A glance at the Table of Contents in the TotalEnergies 2025 PSA shows that the agreement is organised differently from the 2016 PSA. This new arrangement reflects preferences commonly seen in modern model PSAs worldwide.
Modular v Bundled/Omnibus approach to Drafting
The TotalEnergies 2025 PSA is more modular in style. In many cases, each article is drafted to address a single or similar subject. In contrast, the ExxonMobil Guyana 2016 PSA uses bundled or omnibus articles in most cases. As a result, the TotalEnergies 2025 PSA has 49 Articles, whereas the ExxonMobil Guyana 2016 PSA has 34.
For example, Article 2 of the 2016 PSA addresses the “Agreement, the Operator, and Indemnities” together. The TotalEnergies 2025 PSA, on the other hand, creates separate Articles for the “Object of the Agreement” (Article 2), the “Rights and Obligations of the Contractor” (Article 3) and the “Operator” (Article 4).
Additionally, the TotalEnergies 2025 PSA provides for the “Exploration Period” (Article 6) and “Development and Production Period” (Article 7) as distinct, standalone provisions, easily identifiable. The other substantive matters related to “Exploration and Development” are dealt with in several subsequent standalone Articles (Articles 10-19).
By contrast, all these matters, including the deadlines, are dealt with together at Articles 4, 5, 7 and 8 of the ExxonMobil Guyana 2016 PSA.
One of the many benefits of the modular approach in the TotalEnergies 2025 PSA is that the above-mentioned stipulated periods are easier to find and isolate from the substantive provisions in the same subjects.
Another is that identification, interpretation, and cross-analysis are simplified.
In another example, what was referred to as “Abandonment”, and dealt with at Article 20 (d) (iii) & (iv) of the 2016 PSA under “Rights to Assets and Insurance”, is now dealt with alone at Article 40 in the TotalEnergies 2025 PSA under “Decommissioning”.
The TotalEnergies 2025 PSA also separately addresses the “Retention Period” (see Article 8) and “Commercial Discovery” (see Article 15) (though the term was defined in the 2016 PSA, there was no heading in this name). Meanwhile, the ExxonMobil Guyana 2016 PSA addresses steps to be taken in the case of commercial or non-commercial discoveries in several Articles (including Articles 5, 6, and 8), while “Retention” is addressed more indirectly in Articles 5 (Relinquishment of Areas) and 8 (Discovery and Development).
Even further, the TotalEnergies 2025 PSA addresses “Liability Indemnification and Insurance Together” at Article 29, where the ExxonMobil Guyana 2016 PSA dealt with “Liabilities and Indemnities” together with the “Agreement and the Operator” at Article 2, and the “Insurance” together with “Rights to Assets” at Article 20.
There are many more examples of this approach.
Clearer Phase Separation
Arguably, there is also better “phase separation” in the TotalEnergies 2025 PSA.
Articles 1-5 deal with foundational and governance issues, Articles 6-10 deal with the lifecycle structure of various operations, Articles 11-23 deal with technical, operational and regulatory controls, Articles 24-39 deal with accounting, fiscal and revenue issues, and Articles 40-49 deal with stability, disputes, and termination of the contract.
The TotalEnergies 2025 PSA is thus organised in accordance with modern drafting and industry standards, where like matters are grouped.
The “Exploration Period” (Article 6), “Development and Production Period” (Article 7), and “Retention Period” (Article 8) are dealt with early, and in dedicated Articles in the TotalEnergies 2025 PSA, while the ExxonMobil 2016 PSA deals with the “Exploration and Expenditure Obligations” (Article 12), “Relinquishment of Areas” (Article 14), and “Discovery and Development Plan” (Article 20) with fewer dedicated Articles, and later in the document.
Further, the substantive matters of Exploration, Discovery, Appraisal, Commercial Discovery, and Development Plans are fleshed out, intuitively, in the dedicated Articles between Articles 10-16 of the TotalEnergies 2025 PSA.
The TotalEnergies 2025 PSA also introduces multiple headings which are either completely absent from the ExxonMobil 2016 PSA or bundled with other topics. The new PSA now includes a dedicated heading for “Risk Management and Emergency Response” at Article 20 and a “Safety Management System” at Article 26 (likely influenced by Guyana’s policy and legislative drives toward oil spill cleanup mechanisms).
Compliance with Legislation
The TotalEnergies 2025 PSA also expresses various other laws. Article 31 on “Local Content” incorporates the Local Content Act 2021.
The PA Act also heavily influences the TotalEnergies 2025 PSA. Article 17 on “Annual Work Programmes and Budgets” is much more robust than the identical provision in the 2016 PSA. This is mainly due to the stipulations of the PA Act on these matters.
Conclusion
The TotalEnergies-led 2025 PSA marks a clear evolution in Guyana’s petroleum contracting practice. While it does not radically depart from the ExxonMobil-led 2016 PSA, it reorganises familiar concepts into a more modular structure, with clearer phase separation and modern drafting techniques that improve clarity and ease of interpretation.
Importantly, the 2025 PSA is more deliberately aligned with Guyana’s legislative framework, particularly the PA Act 2023 and the Local Content Act 2021. By isolating key concepts, updating terminology, and treating certain matters, such as flaring and decommissioning, in line with contemporary regulatory practice, the agreement reflects a shift toward statute-anchored governance rather than reliance on broad, bundled contractual provisions.
These structural changes do not, by themselves, determine whether Guyana’s substantive bargaining position has improved. They do, however, signal a more mature, transparent, and internationally consistent approach to petroleum contracting. The substantive differences between the two PSAs and their practical implications will be examined in the next article.
