Assignment, Bill of Sale, and Conveyance
(Oil & Gas)

Summary

This template for an oil and gas assignment, bill of sale, and conveyance agreement is the most commonly used instrument in the oil and gas industry for transferring tangible and intangible personal property, such as contracts, leases, licenses, permits, or development rights, as part of a purchase and sale transaction. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. The assignment is the operative document that transfers the rights and delegates the duties between the assignor and the assignee. It also provides notice to others that the affected interests have been transferred. The parties should negotiate their respective rights and obligations and memorialize the same in the assignment. To do that, you must thoroughly understand your client's interests so you can protect them through the assignment. The local laws governing transfer of real and personal property interests must also be considered. At the very least the following matters should be addressed in the assignment: • The identity of parties to the conveyance • The required words of conveyance • A recitation of consideration for the grant –and– • A proper description of the property and interests to be conveyed The assignment should be signed by the assignor, acknowledged, and recorded. For a list of key resources covering major energy-related topics, see Summer Associate Resource Kit: Energy & Utilities. For more on oil and gas leases, see First Year Associate Resource Kit: Energy & Utilities. For a full listing of key content covering fundamental energy and utilities related topics, see Energy & Utilities Fundamentals Resource Kit. For additional information on how to negotiate an assignment agreement, see Commercial Contract Assignment, Offers, Acceptance, Revocation, Assignment, and Delegation of Duties, and Assignment and Assumption Agreements. For more information see Williams & Meyers, Oil and Gas Law § 401, CAIL Annual Institute on Energy Law § 12.04 and Williams & Meyers, Abridged Oil & Gas Law CHAPTER 3.