The original Form 5 Mining Venture Agreement was published by the Foundation in 1984. Now, the substance of Form 5A is available in the form of a Limited Liability Company. The Form contemplates the creation of an Exploration, Development and Mining Limited Liability Company, and includes both a Members' Agreement, which governs the relationship of the participants, and an Operating Agreement, which governs the functioning of the limited liability company itself. The Form utilizes the Delaware limited liability company statute, which is sophisticated and current. The Gas Balancing Agreement was developed to facilitate the negotiation of operating agreements, since gas balancing issues are often the sticking points in the process.
Optional provisions address the more controversial issues in gas balancing.
This Form may be used as an Appendix to the A.A.P.L. Form 610 Model Form Operating Agreement. The use of confidentiality and nondisclosure agreements in the mining and oil and gas industries is common, but until now, there has been no standard printed form. Form 7, written by a group of mining and oil and gas practitioners, will be a useful tool for both industries. Form 7 is designed to work in a variety of circumstances in connection with disclosure and review of information and data, including data room situations, soliciting offers for property sales and prospect disclosures, and determining the feasibility of joint participation activities. It is not intended to be a joint venture or other agreement whereby the parties agree to a continuing relationship, but rather a framework for information disclosure to investigate whether a continuing relationship is warranted.