General Counsel / AGC

Jay W. Oliver

***** ****** **** **., ********, TX 77406

281-***-**** **********@*****.***

Skills and Qualifications

Provide advice to executive management with respect to various legal issues arising from company operations worldwide, such as contractual performance and interpretation, claims and dispute resolution, corporate issues (including entity creation and joint venture formation), employment matters, mergers and acquisitions, government and regulatory compliance, and intellectual property issues

Over 15 years’ experience in the negotiation and drafting of complex contracts, including construction contracts (such as offshore pipelines and platforms installation), drilling contracts, supply chain contracts (such as procurement of services, materials, and fabricated items, as well as IT hardware procurement, software licensing, and support), charters (both as vessel owner and as charterer), master service agreements, leases, consortium agreements, joint venture arrangements, exclusivity agreements, settlement agreements, drydock/shipyard agreements, and rig / vessel sale and purchase agreements

Risk management, including litigation and claims management, insurance advice, and interface with brokers and underwriters

Management and supervision of attorneys, contracts administrators, and administrative assistants

Negotiated contracts and conducted compliance training on topics such as the United States’ Foreign Corrupt Practices Act of 1977 (FCPA), the United Kingdom’s Bribery Act of 2010 (UKBA), Anti-Boycott, Insider Trading, Employment Discrimination, and Harassment in the Workplace in many locations worldwide, including the United States, Thailand, Singapore, China, Malaysia, Indonesia, Hong Kong, India, Brunei, Vietnam, UAE, Qatar, Brazil, England, Mexico, and Australia

Experience

Noble Drilling (August 2018 – Present)

Senior Counsel (Houston, Texas)

Oversee legal issues arising out of operational / field support matters in the Western Hemisphere, including drilling contracts, shipyard and engineering matters, maritime transportation contracts, procurement / supply chain contracts, corporate matters, employment law matters, intellectual property matters, dispute resolution, customs issues, field training/compliance, real estate, and trade control matters

Provide counsel and guidance on legal implications of operational, marketing and legal matters to executive management and other company personnel

Prepare, negotiate, review, evaluate and/or comment on contracts and obligations of the company, and advise appropriate personnel of the degree of legal risk associated with such contracts and obligations

Participate in the development and review of company policies, procedures, programs, and business strategies

Conduct legal research, prepare and review legal documents, and represent the company before courts and governmental and regulatory authorities

Management of outside (domestic and international) attorneys by the company as well as monitor ongoing, pending and threatened litigation and claims

Paragon Offshore (formerly part of Noble Drilling) (March 2014 – July 2018)

Associate General Counsel (Houston, Texas)

Oversee legal issues arising out of operational / field support matters worldwide, including drilling contracts, shipyard and engineering matters, maritime transportation contracts, procurement / supply chain, corporate matters, employment law matters, dispute resolution, customs issues, field training/compliance, real estate, and trade control matters

Provide counsel and guidance on legal implications of operational and legal matters to executive management and other company personnel

Responsible for majority of former Risk Management Department duties, including insurance renewals, advice regarding policies and claims/litigation management

Supervise two attorneys, one based in Houston and one in London

Prepare, negotiate, review, evaluate and/or comment on contracts and obligations of the company, and advise appropriate personnel of the degree of legal risk associated with such contracts and obligations

Participate in the development and review of company policies, procedures, programs, and business strategies

Provide legal consulting on issues related to general operational matters, marketing matters, policy development, training, and health, safety and environmental matters

Conduct legal research, prepare and review legal documents, and represent the company before courts and governmental and regulatory authorities

Liaise with and coordinate the use of outside (domestic and international) attorneys by the company as well as monitor ongoing, pending and threatened litigation

oManaged outside counsel in successful ICC arbitration claim of approximately USD $50 Million

oManaged outside counsel in ICC arbitration claim resulting in settlement of approximately USD $15 Million

oManaging outside counsel with respect to various claims filed against the company arising out of Hurricanes Harvey and Maria

BP (April 2012 – February 2014)

Counsel, Global Projects (Houston, Texas)

Responsibility for transactional support for major projects (having a value greater than US $250 Million) in the Gulf of Mexico, such as Mad Dog Phase 2, Thunder Horse Water Injection, and Na Kika Phase 3

Identification of legal issues affecting major projects and developing solutions to such issues, often in coordination with specialist attorneys

Drafting and negotiation of high value and complex procurement / supply chain contracts

Provide advice with respect to contractual disputes during the performance of such contracts

Training procurement and supply chain professionals regarding contract terms, negotiation tactics, and change order management

Analyze relevant legislation (including US/EU/UK anti-corruption and antitrust laws) and provide advice regarding such legislation

Provide legal review for a wide array of documentation and presentations for both internal and external audiences

Global Industries (now part of TechnipFMC) (February 2003 – April 2012)

Senior Counsel & Manager of Contracts – Asia, Australia, Africa & Europe

Houston, Texas (August 2010 – April 2012)

Supervised two attorneys, three contracts administrators, and one administrative assistant

Lead Counsel for the negotiation of a US $60 Million M&A transaction involving the sale of two subsidiaries and a pipelay barge in Malaysia

Negotiated a pipeline and platform installation contract in Dubai (approximately US $30 Million) and the associated jacket and deck fabrication subcontract (approximately US $10 Million)

Negotiated a pipeline installation contract in Australia (approximately US $ 70 Million)

Assisted in due diligence for approximately US $930 Million M&A transaction

Assisted with corporate legal matters arising out of Technip’s acquisition of Global Industries, such as liaising with various corporate secretaries worldwide and providing background information relating to Global Industries’ various contracts in Southeast Asia and the Middle East

Senior Counsel & Manager of Contracts – Asia Pacific, India, Middle East & Mediterranean

Singapore (October 2007 – August 2010)

Supervised two attorneys, two contracts administrators, and one administrative assistant

Negotiated the following contracts:

o3+1+1 year pipeline installation contract in Malaysia with 11 individual clients (approximately US$ 250 Million)

oPipeline repair project in Indonesia (approximately US $75 Million)

oPipeline installation project in India (approximately US $75 Million)

oPipelines and platforms installation contract in Thailand (approximately US $50 Million)

oSPM installation contract in India (approximately US $20 Million)

oPlatform installation project in Malaysia (approximately US $15 Million)

oPipeline and platform installation contract in Qatar (approximately US $15 Million)

oHeavy lift project in the joint development area (JDA) of Thailand / Malaysia (approximately US $5 Million)

oDay rate contracts for diving projects in Dubai and India

Senior Counsel – Asia Pacific, India, Middle East & Mediterranean

Bangkok, Thailand (May 2005 – October 2007)

Assisted in the contract administration (primarily through the negotiation of subcontracts for the Procurement/SCM division of the Company and the preparation of contract correspondence / change order requests) of a US $340 Million 3-year pipeline replacement project in India

Lead Counsel in the negotiation of the consortium agreement for the 3-year pipeline replacement project mentioned above

Negotiated the following contracts:

oPipeline installation project in India (approximately US $90 Million)

oDiving project in Thailand (approximately US $10 Million)

oPlatform installation contract in the JDA region of Thailand / Malaysia (approximately US $7 Million)

Negotiated approximately US $600,000 dispute settlement agreement arising out of a diving project in Qatar

Negotiated day rate contracts for diving projects in Dubai and India

Negotiated approximately US $15 Million drydock barge repair contract with a shipyard in China

Legal Counsel

Carlyss, Louisiana (February 2003 – May 2005)

Negotiated approximately US $20 Million pipeline and SPM installation contract in Algeria

Assisted in the negotiation and drafting of subcontracts for a project in the Middle East

Negotiated approximately US $5 Million drydock barge repair project with a shipyard in Texas

Louisiana Office of the Legislative Auditor (March 2000 – February 2003)

Staff Attorney (Baton Rouge, Louisiana)

Reviewed and analyzed contracts in which the State of Louisiana was a party

Conducted legal research for audits of various state agencies

Reviewed and interpreted statutory law concerning state agencies

Provided specialized technical and legal assistance and advice on research, auditing and investigative methods

Taught sexual harassment seminars for both management and staff

Vaughn & Associates (August 1999 – March 2000)

Associate Attorney (Baton Rouge, Louisiana)

Attorney for law firm specializing in Healthcare law, Employment law, and Federal Sentencing defense

Author, Employment Compliance for Louisiana Employers

Prepared sentencing defense briefs

Conducted Medicare / Medicaid Fraud and Abuse compliance audits for hospitals and doctors throughout the U.S.

Taught seminars designed to educate employers about relevant employment law issues

Bar Membership

Louisiana State Bar Association (October 1999) State Bar of Texas (November 2011)

Education

Juris Doctor, Paul M. Hebert Law Center, Louisiana State University (May 1999)

GPA: 76.156 (89 highest possible grade); Rank: 60/172

First in Class (CALI award): Sales and Real Estate Transactions; Criminal Justice I

Contributing Author, The Pocket Constitutionalist

Bachelor of Arts, Psychology, Louisiana State University (December 1995)

GPA: 3.38/4.00

Chancellor’s Alumni Scholarship Recipient

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