Collaborative ventures such as joint venture, strategic alliance, and academic partnership are inevitable strategy in upstream segment oil industry. Many discussions about strategy emphasize on how a firm achieve its objectives. However such concept is only one side of a coin, because the concept of strategy has to concern with development and protection of resources and capabilities to maintain firm''s competitive advantage. This work has attempted to explore how one international oil company can maximize the contribution of collaborative ventures in developing its technology and how it protects resources and capabilities particularly unintended transfer of technology. The work argues that the IOC needs to establish checks and balances mechanism: a concept of governance to develop and protect their technology and technical capabilities. The concept gives practical framework from managerial and legal point of view. Therefore, the work should be useful to professionals in oil industry such as managers, who deal with collaborative ventures, or lawyers, who provide legal drafting, or scholars who have interest in strategy.