EPCI Contracts: the United States and the Rest of the World

Strip an EPCI contract back to its bones — Engineering, Procurement, Construction and Installation — and you have one contractor delivering a finished offshore facility for a fixed price, carrying both the schedule and the budget. That bargain looks much the same wherever you are. What changes from market to market is the legal machinery built around it: what the contract is called and which standard form it starts from, which law and forum govern it, and how two features peculiar to the United States — the Jones Act and the state oilfield anti-indemnity statutes — bend the vessel logistics and the risk allocation in U.S. waters.¹

Four differences do most of the work. Outside the U.S. the term of art is EPCI, and installation by specialist vessels is priced as its own scope; in the U.S. the same work is usually carried inside an EPC package or split off into a separate transport-and-installation contract.² Non-U.S. offshore work runs almost entirely on English law and international arbitration; U.S. work sits under state law — often Louisiana or Texas in the Gulf — or U.S. maritime law, with disputes heading to court or to a domestic arbitration.³ The Jones Act limits which vessels can move cargo between U.S. points, a cost and scheduling problem with no real counterpart abroad.⁴ And while knock-for-knock is the standard liability deal offshore everywhere, U.S. state statutes can strike down parts of it, so it has to be drafted differently.⁵

The rest of the world contracts EPCI on a standardised, arbitration-backed footing. The United States layers on a statute-constrained, litigation-exposed, vessel-restricted framework that can rewrite the deal even when the words look identical.

At a glance

The common core: what EPCI actually means

Under a true EPCI contract the contractor designs the structure, procures the materials and equipment, fabricates it, and then installs it at the offshore site — carrying it out to sea and setting it down on the seabed or onto a substructure with a specialist marine spread. The price is fixed, usually lump-sum or lump-sum turnkey (LSTK), and the contractor owns the schedule and budget risk that goes with it.¹

The letter that earns its keep is the I. Onshore EPC is essentially finished once the plant is built. Offshore, the job runs on through the most expensive and weather-exposed phase in heavy industry: mobilising heavy-lift, pipelay or cable-lay vessels and getting the installation done inside a narrow window of workable sea. That is why the offshore world grew its own vocabulary and its own standard forms instead of taking onshore construction wholesale.⁶

The names shift by region; the deal does not. The same fixed-price, single-point model travels as EPIC (with commissioning), as LSTK in Saudi Arabia, and as EPCC in Qatar. One contractor, one price, one finished facility.²

Difference one: names and standard forms

"EPCI" abroad, "EPC" in America

Across the North Sea, the Middle East, West Africa and Asia-Pacific, EPCI is simply what offshore work is called — oil and gas, and now fixed-bottom and floating wind. Installation is treated as a separate, separately priced scope because the marine spread is the centre of gravity of the whole job.

In the U.S., people tend to say EPC, with the installation either tucked into the "Construction" limb or hived off into a standalone transport-and-installation (T&I) contract. The scope is obviously still there — in the Gulf of Mexico and on the East Coast wind projects alike — but it rarely travels under the "EPCI" label. The Jones Act, covered below, is the main reason U.S. installation logistics are so often contracted separately.

Which standard form you start from

Internationally, big offshore projects usually start from an industry form and then get amended hard. The main suite comes from LOGIC. Its eleven forms include General Conditions for Construction (fabrication, hook-up, topsides) and for Marine Construction, the latter written for "pipelaying; offshore installation; subsea construction; and inspection, repair and maintenance using diving support and other support vessels."⁷

Next to LOGIC sit the FIDIC forms — the Silver Book is the EPC/turnkey one. A practical trap worth naming: the 2017 Silver Book is a much heavier, more prescriptive instrument than the original 1999 version, especially on claims, notices and the dispute board, yet parties still routinely default to 1999 wording out of habit. Confirm which edition you are actually on.⁸ BIMCO supplies the marine logistics forms — SUPPLYTIME 2017, TOWCON/TOWHIRE, HEAVYCON — and has co-published decommissioning forms with LOGIC.⁹ U.S. work, by contrast, often starts from onshore-bred templates like AIA or ConsensusDocs, dressed up with bespoke offshore drafting. That is a different starting library, and it carries different default assumptions about risk, payment and how disputes get resolved.

Difference two: governing law and dispute resolution

The sharpest practical split is over governing law and forum. Outside the U.S., offshore construction and vessel contracts overwhelmingly pick English law and international arbitration. The reasons are familiar: a deep body of English maritime and construction case law to draw on, a concentration of specialist arbitrators and counsel in London, and a reputation for neutrality that matters when the parties come from different places.³

Arbitration wins out over court mainly on enforceability. When the contractor sits in one country and the developer in another, a New York Convention award travels across borders far more easily than a national court judgment. Confidentiality is a bonus, and a real one where the fight is over pricing or proprietary design.³

Civil-law jurisdictions: Italy, France, Norway

"Rest of the world" is not a single English-law block, and the difference matters for anyone working between Southern Europe and the North. In Italy and France, domestic projects sit on civil codes that treat some matters very differently from English law — mandatory rules on decennial liability for construction (the Italian responsabilità decennale under Art. 1669 of the Civil Code; the French garantie décennale) can impose ten-year liability for serious defects that the parties cannot simply contract away. Good-faith doctrines in performance are also stronger than the English baseline. Where a project touches the Italian seabed — the floating-wind tenders are the live example — a contract may end up with English law and arbitration on the commercial terms but unavoidable local rules layered underneath.

In Norway, offshore oil and gas runs on its own well-worn standards — the NF / NTK fabrication forms (Norsk Fabrikasjonskontrakt / Norsk Totalkontrakt) negotiated between operators and the supplier industry, and the NSC suite for subsea. These are sophisticated, balanced forms in their own right, and they show that even within the North Sea the LOGIC/English-law model is not universal. The Norwegian treatment of liability carve-outs is also its own animal: as the next section notes, Norwegian law has been more willing than English law to refuse enforcement of a knock-for-knock allocation in cases of gross negligence.¹⁰

U.S. offshore work sits somewhere else entirely. The contract points to state law — frequently Louisiana or Texas for the Gulf — or to U.S. general maritime law, and disputes go to domestic litigation or U.S.-seated arbitration. As the next section shows, the choice between state law and maritime law is not housekeeping: it can decide whether an indemnity regime survives. U.S. parties negotiate choice-of-law with real care, sometimes carving the indemnity provisions out to be governed by maritime law or a particular state's law precisely to keep them enforceable.⁵

Difference three: the Jones Act

Nothing sets U.S. offshore work apart like the Jones Act. Section 27 of the Merchant Marine Act 1920 (46 U.S.C. § 55102) says a vessel may not carry merchandise between two U.S. "coastwise points" unless it is built in the United States, U.S.-flagged, and U.S.-owned and crewed. The Act was meant to keep a domestic shipbuilding base and a pool of mariners ready for wartime; its present-day effect is to reserve U.S. coastwise trade for a comparatively small and expensive qualified fleet.⁴

For years it was unclear whether the Act even reached offshore wind. A 2021 amendment to the Outer Continental Shelf Lands Act settled it: structures fixed to the seabed to develop non-mineral energy resources are within federal jurisdiction and count as coastwise points, so the Jones Act applies to offshore wind turbines.¹¹

The "seabed attachment" line

A run of U.S. Customs and Border Protection rulings between 2022 and 2024 drew a fine but commercially decisive line. When a jack-up vessel drops its legs onto the seabed to install a monopile, it creates a second coastwise point — so carrying that monopile from a U.S. port out to the site needs a coastwise-qualified vessel. A dynamically positioned vessel that stays floating, without anchoring to the seabed, is treated as not creating a U.S. point and can, in defined circumstances, be foreign-flagged.¹²

So the market settled on the feeder model: the foreign-flagged installation vessel holds station offshore, and Jones Act-compliant feeder vessels run the components out to it from U.S. ports. It is more complex and more expensive than the European pattern, where one foreign-flagged vessel loads at the quay and installs straight off its own deck.

Figure 1 — European model vs. U.S. feeder model

The installation vessel is identical in both rows. What changes is that, once its legs touch the U.S. seabed, the components can no longer ride out on it from a U.S. port — a U.S.-built, U.S.-crewed feeder must carry them.

The constraint bites hardest where the U.S. is least self-sufficient. Most of the offshore-wind know-how, and most of the purpose-built installation vessels, sit with European firms running foreign-flagged ships and non-U.S. crews. So the Act shapes how U.S. projects are sequenced, crewed and priced — and it is a large part of why U.S. installation scope so often gets split out of the EPC package.¹³

The vessel does not change when it crosses the Atlantic. The legal map under it does — and that single rule reshapes the budget, the schedule and the contract structure of every U.S. offshore project.

Difference four: liability, indemnity and knock-for-knock

The global default: mutual hold-harmless

Offshore, the world over, parties carve up liability through knock-for-knock (mutual hold-harmless). Each side takes injury or damage to its own people and property — and its contractor group's — whatever the cause, backed by matching indemnities and matching insurance.¹⁴ The appeal is certainty. Nobody has to prove fault, so there is less to fight about, insurers can price the risk cleanly, and you avoid paying twice for overlapping cover.¹⁵

Under English law, these clauses are read like any other term, on their words. In Transocean Drilling UK Ltd v Providence Resources plc [2016] EWCA Civ 372 the Court of Appeal refused to treat a freely negotiated mutual allocation with any special suspicion.¹⁶ Across the North Sea the regime has mostly held up; English courts have enforced it even where the conduct was grossly negligent, provided the wording was clear enough. Norway is the exception that proves the point — its courts have signalled the allocation will not stretch to cover gross negligence.¹⁰

The American complication: state anti-indemnity statutes

Knock-for-knock has never fully taken root in the U.S.¹⁰ Several oil-producing states passed oilfield anti-indemnity statutes that bar, wholly or partly, indemnifying a party for its own negligence — which is exactly what a clean knock-for-knock clause does. Four states have them: Texas, Louisiana, New Mexico and Wyoming, all aimed at stopping operators from using their bargaining power to push liability onto smaller contractors.¹⁷

The two that trip people up most often:

• Louisiana (LOAIA, La. R.S. 9:2780). Voids defence-and-indemnity cover for an indemnitee's own negligence in well-related agreements. It reaches personal injury, and Louisiana reads "oil-and-gas contract" broadly. A narrow "Marcel" exception can save an indemnity if the indemnitor's cost is fully covered by insurance the other party paid for.¹⁸
• Texas (TOAIA, §§ 127.001–127.008). Generally voids oilfield indemnity, but lets a mutual obligation stand up to the amount of indemnity insurance each side agreed to carry — the insurance exception. It also reaches property damage, which LOAIA does not.¹⁹

Two more American facts of life make it worse. Personal-injury plaintiffs routinely sue everyone in sight and plead gross negligence or wilful misconduct — categories many states carve out of enforceable indemnities, which can unpick the whole allocation.⁵ And because these statutes are state-specific, the choice-of-law question is often decisive: whether maritime law or a given state's law governs the indemnity can be the difference between it standing and falling.²⁰

Louisiana and Texas side by side

Difference five: weather, delay and liquidated damages

Because installation lives or dies on windows of workable weather, weather risk is one of the hardest-fought commercial points offshore, and it is allocated differently by market and by form. The LOGIC form puts weather risk on the contractor. But bespoke contracts for big projects in rough waters usually replace that with detailed weather-window and waiting-on-weather (WOW) regimes that build defined relief into the programme for the days vessels cannot safely work.²¹ The criteria have to be drawn tightly; the disputes come when the real windows turn out shorter than the contract assumed.

U.S. contracts, leaning on onshore templates, tend to push more schedule and force-majeure risk onto the contractor and are generally less standardised on weather than the mature LOGIC regimes. The same storm idling the same vessel can land on a different party depending only on which contracting tradition the document came out of.

Delay is usually priced with liquidated damages. English law keeps these honest: an LD that is not a genuine pre-estimate of loss — or, on a multi-contractor job, one that makes a contractor pay for someone else's delay — risks being struck down as a penalty. In Braes of Doune Wind Farm (Scotland) Ltd v Alfred McAlpine Business Services Ltd [2008] EWHC 426 (TCC), a mechanism exposing a contractor to non-concurrent delay caused by another contractor was held an unenforceable penalty.²² Multi-interface offshore programmes are especially exposed to this, so concurrent-delay risk gets allocated with care.

Floating assets: FPSOs and floating wind

Most of the above grew up around fixed-bottom structures, where the asset is pinned to the seabed. Floating assets — FPSOs in oil and gas, and the floating wind now coming through the Mediterranean and Atlantic tenders — move several of the risk lines. With no fixed foundation, station-keeping (mooring spreads, anchors, dynamic positioning) becomes a scope and risk item in its own right, and the interface between the floater, the moorings and the subsea connection is where defects and delay tend to surface.

Two knock-on effects matter for drafting. The installation profile is different — a floater is often fabricated, integrated and commissioned at a quay, then wet-towed and hooked up, which shifts the heavy-lift weather-window problem toward a tow-and-hook-up problem (BIMCO's TOWCON and the LOGIC marine form do real work here). And on the U.S. side, the Jones Act analysis changes shape: a dynamically positioned floating unit that never attaches to the seabed is treated differently from a jack-up that does, so the seabed-attachment line above can cut the other way for floating work. None of this is a different contract species — it is the same EPCI bargain with the centre of gravity moved from lift to tow, and from foundation to mooring.

Where this lands

The gap between U.S. and international EPCI practice is not about engineering. The asset is the same; the legal scaffolding around it is not. Five things are worth carrying away:

• The name tells you the structure. "EPCI" abroad versus "EPC" plus separate T&I in the U.S. reflects how installation risk and Jones Act logistics are packaged, not just labelling.
• The forum is the foundation. English law and arbitration give you predictability and cross-border enforcement; U.S. state-law litigation brings variability you have to manage at the choice-of-law stage.
• The Jones Act does not travel and does not bend. It has no analogue elsewhere, and it drives vessel choice, the feeder model, cost and schedule on any U.S. project.
• Knock-for-knock has to be localised. A clause that is bulletproof in the North Sea can be partly void in Louisiana or capped in Texas; the indemnity and the insurance have to be built around the governing statute.
• Never assume the weather and delay split. Check whether you are on a LOGIC-style window regime or a contractor-skewed onshore model, and test the LD mechanics against the penalty rule.

Cross-border EPCI checklist

A working checklist for a deal that touches U.S. waters, or moves a non-U.S. template into the Gulf or onto the East Coast. Each line is a question to answer before signature, not a conclusion.

1. Which law actually governs — and which law governs the indemnity? Confirm both. Carve the indemnity to maritime law or a chosen state's law if anti-indemnity exposure is in play.
2. Is the work in U.S. coastwise waters? If yes, run the Jones Act analysis early: which movements need a coastwise-qualified vessel, and is a feeder model required?
3. Fixed or floating? For floating, price station-keeping and the tow-and-hook-up profile; re-run the seabed-attachment point, which can flip for DP units.
4. Which standard form, and which edition? LOGIC vs FIDIC vs NF/NTK; Silver Book 1999 vs 2017; SUPPLYTIME 2017. Note every bespoke amendment to the risk allocation.
5. Does the knock-for-knock survive the governing law? Test it against LOAIA/TOAIA and the gross-negligence carve-outs; align the insurance to the statute (Texas limits; Marcel funding).
6. How is weather risk allocated? LOGIC default (contractor) or a defined weather-window/WOW regime? Are the WOW criteria and metocean assumptions tight?
7. Do the LDs survive the penalty rule? Genuine pre-estimate of loss; no liability for another contractor's non-concurrent delay (Braes of Doune).
8. Are the multi-contract interfaces wrapped? Check joinder/consolidation across interfacing contracts so a single dispute does not fracture across forums.
9. Civil-law overlay? Italy/France decennial liability and good-faith rules may bite under an English-law commercial wrapper for local-seabed work.

Footnotes

1. EPCI: Engineering, Procurement, Construction and Installation. The variant EPIC (Engineering, Procurement, Installation and Commissioning) is also used. The contractor designs, procures, fabricates, transports and installs the asset offshore for a fixed (lump-sum) price, carrying schedule and budget risk. See generally Loots and Henchie, Worlds Apart: EPC and EPCM Contracts. ↩ ↩²

2. PM Study Circle, 'EPC Contracts: A Guide to Turnkey Project Delivery' (2025): LSTK is common in Saudi Arabia, EPIC in the Persian Gulf, EPCC in Qatar; the single-point, fixed-price principle is shared. ↩ ↩²

3. Global Arbitration Review, The Guide to Construction Arbitration (6th edn), 'Offshore Vessel Construction Disputes': arbitration is generally preferred for cross-border offshore work because awards are enforceable under the New York Convention 1958; London is favoured for its body of maritime and construction law, specialist practitioners and reputation for neutrality. ↩ ↩² ↩³

4. Merchant Marine Act 1920, s 27, codified at 46 U.S.C. § 55102. A vessel may not transport merchandise between U.S. coastwise points unless it is U.S.-built, U.S.-flagged, and U.S.-owned and crewed. See National Law Review, 'The Jones Act and Outer Continental Shelf Lands Act in the Context of Offshore Wind'. ↩ ↩²

5. Blank Rome LLP, 'Enforceability of "Knock-for-Knock" Indemnity in U.S. Offshore Wind': Texas and Louisiana limit where knock-for-knock can be used; gross-negligence and wilful-misconduct carve-outs, and the U.S. practice of naming every potential defendant, complicate the regime. ↩ ↩² ↩³

6. On the distinction between offshore installation scope and onshore EPC, see the offshore-construction literature (Loots and Henchie); Jane Jenkins, International Construction Arbitration Law; and GAR, The Guide to Construction Arbitration, 'Offshore Construction Disputes'. ↩

7. LOGIC (Leading Oil & Gas Industry Competitiveness). The suite runs to eleven forms, including General Conditions of Contract for Construction (edn 2) and for Marine Construction. Source: GAR, The Guide to Construction Arbitration (6th edn), 'Offshore Construction Disputes'. ↩

8. FIDIC, Conditions of Contract for EPC/Turnkey Projects (Silver Book), 1st edn 1999, 2nd edn 2017. The 2017 edition substantially expanded the claims, notice and dispute-board (DAAB) machinery and is materially more prescriptive than the 1999 original. ↩

9. BIMCO (Baltic and International Maritime Council) publishes SUPPLYTIME 2017, TOWCON/TOWHIRE 2021 and HEAVYCON, among others, and has co-published decommissioning forms with LOGIC. ↩

10. International Bar Association, Construction Law International (March 2023): in the North Sea the oil-and-gas knock-for-knock system has largely been upheld; English courts have enforced it even as to grossly negligent conduct where the wording is clear, while Norwegian case law indicates it will not extend to gross negligence. Knock-for-knock has never been fully integrated into the U.S. system. ↩ ↩² ↩³

11. Outer Continental Shelf Lands Act, 43 U.S.C. § 1331 et seq., as amended in 2021: devices fixed to the seabed to develop non-mineral energy resources fall within federal jurisdiction and count as coastwise points. See Brookes Bell, 'The Jones Act and Offshore Wind'. ↩

12. Winston & Strawn, Maritime Fedwatch, on the U.S. Customs and Border Protection rulings of 2022–2024: a foreign-flagged jack-up that lowers its legs and attaches to the seabed to install a monopile creates a second coastwise point; a dynamically positioned vessel that does not attach is treated differently. ↩

13. Winston & Strawn, 'Jones Act Impacts on U.S. Offshore Wind': most offshore-wind construction know-how and most wind turbine installation vessels (WTIVs) sit with European firms using foreign-flagged vessels and non-U.S. crews. ↩

14. Mutual hold-harmless (knock-for-knock): each party bears injury and property loss to its own personnel and property regardless of cause or fault, backed by reciprocal indemnities and matching insurance. Source: GAR, The Guide to Construction Arbitration, 'Offshore Construction Disputes'. ↩

15. Bracewell LLP, 'Knock-for-Knock Indemnities: Risk Allocation in Offshore Energy Contracts' (2022, updated 2025): the regime gives parties and insurers certainty, reduces fault-based litigation and avoids duplicated cover. ↩

16. Transocean Drilling UK Ltd v Providence Resources plc [2016] EWCA Civ 372. The Court of Appeal construed a mutual knock-for-knock allocation on its wording and declined to apply contra proferentem to a bargain freely struck between sophisticated parties. ↩

17. Four states have oilfield anti-indemnity statutes: Texas, Louisiana, New Mexico and Wyoming. LOAIA's nullification reaches personal injury; the Texas Act also addresses property damage; Louisiana's definition of a qualifying contract is broader. Source: Higginbotham, 'Oilfield contract risk management: Louisiana anti-indemnity laws' (2025). ↩

18. Louisiana Oilfield Anti-Indemnity Act, La. R.S. 9:2780: voids defence and indemnity provisions covering an indemnitee's own negligence in agreements pertaining to wells. Sources: Louisiana Law Blog; Gray Reed, Energy & the Law. ↩

19. Texas Oilfield Anti-Indemnity Act, Tex. Civ. Prac. & Rem. Code §§ 127.001–127.008: generally voids oilfield indemnity but enforces mutual indemnity limited to the amount of contractual indemnity insurance each party agreed to carry. Sources: Gray Reed, Energy & the Law; BakerHostetler, Texas Oilfield Indemnity Handbook. ↩

20. On insurance funding under the 'Marcel' line, Jon Willis v Barry Graham Oil Service, LLC (5th Cir); on choice of law deciding whether LOAIA or Texas law applies, North American Tubular Services LLC v BOPCO, LP. ↩

21. On weather-window and 'waiting on weather' (WOW) allocation: under the LOGIC form the contractor bears weather risk, but bespoke contracts in harsh environments define weather windows and WOW relief in detail. Source: GAR, The Guide to Construction Arbitration, 'Offshore Construction Disputes'. ↩

22. Braes of Doune Wind Farm (Scotland) Ltd v Alfred McAlpine Business Services Ltd [2008] EWHC 426 (TCC): a liquidated-damages mechanism that could make a contractor liable for non-concurrent delay caused by another contractor was held an unenforceable penalty. ↩