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Abstract Our industry is uniquely characterised by fierce competition to gain access to opportunities such as exploration acreage or participation rights in redevelopment opportunities, and once access is secured cooperation among competitors turned partners is common. In practice, the motivation for the formation of these partnerships is to reduce financial exposure and not to create value. As operators typically assume a dominant role, they drive investment decisions with little, if any, value-creating input from partners. The ultimate development plans therefore may not be attractive to the nonoperating partners, but the alternative of nonparticipation is even worse. These behaviors create a lose-lose situation. For operators, "partner-drag" extends cycle time and increases costs. For nonoperators, value creation opportunities are lost and their control over the future of their investments is less than they are entitled to, based on their equity. This paper explores some critical questions: Do partnerships create or destroy value? What role should a non-operating partner play in a venture, and what competency does it require to be able to make positive contributions? Should partners focus on errors of omission (i.e., missing high-value opportunities, doing the wrong project) or on errors of commission (i.e., not getting full value from execution, doing the project wrong)? The authors, drawing on Petoro case studies, will share lessons learned and best practices developed from implementing a business model based entirely on creating value as a nonoperating partner. Novel work processes are presented, based on these learnings, that improve the relationship between operators and nonoperating partners from lose-lose to win-win.