POWER PURCHASE AGREEMENT

This Power Purchase Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Seller” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE COMPANY],  having registered office at [INSERT ADDRESS OF THE COMPANY ] (hereinafter referred to as the “Buyer” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Seller” and the “Buyer” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Seller is the owner and operator of [NAME AND DESCRIPTION OF THE POWER PLANT] and agrees to sell the Energy generated from the Power Plant to the Buyer.
2. The Buyer wishes to purchase the energy generated from the Power Plant and agrees to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
3. The parties are duly authorized and have the capacity to enter into this agreement.
4. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Seller” refers to an individual that owns the said Power Plant as mentioned in this agreement.
   2. “Buyer “refers to an individual that desires to purchase the electrical energy output from the seller.
   3. Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   4. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT TERM OF THE AGREEMENT], unless terminated earlier or extended as per the terms of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT NUMBER OF DAYS FOR NOTICE OF TERMINATION] days.
3. RENEWAL
   1. This Agreement may be extended by either Party for a single additional period of [INSERT AGREED RENEWAL TERM] years, on the terms defined by this Agreement, provided that:The Party seeking an extension has made a prior written request to extend the agreement to the other Party, such request to be made not more than [INSERT TERM FOR WRITTEN REQUEST FOR EXTENSION] months or years and not less than [INSERT MONTHS] months before the end of the initial term of this Agreement.
4. SALE OF ENERGY
   1. The Seller agrees to sell [INSERT QUANTITY; such as maximum quantity or lesser that can be produced out of power plant] of electrical energy per [INSERT TIME PERIOD] produced by the Power Plant to the Buyer.
   2. The Buyer agrees to purchase the electrical energy on a take and pay basis, in accordance with agreed terms between the parties.
5. PAYMENTS AND BILLING
   1. The amount of the payments due from Buyer to Seller for Electrical Energy Output from the Power Plant shall be calculated [INSERT CALCULATION OF PAYMENTS].
   2. The Buyer agrees to pay the amount mentioned in the invoice within [INSERT DAYS OF PAYMENT WITHIN GENERATION OF INVOICE] business days. The payment shall be made via [INSERT MODE OF PAYMENT].
   3. Payments not made after the due date or in case of default, the seller may charge [INSERT PERCENTAGE IN PAYMENT DEFAULT] % of interest or maximum interest rate as per applicable law on a daily basis until the payment has been made.
6. PERMITS AND LICENSES
   1. Seller, at its sole cost and expense, shall acquire and maintain in effect all permits, licenses and approvals required by all local agencies, commissions and authorities with jurisdiction over Seller or the Power Plant, so that Seller may lawfully perform its obligations under this Agreement.
   2. Buyer shall cooperate with Seller by providing requested documentation or other confirmation required, subject to the confidentiality in this agreement.
7. INTERCONNECTION PROCESS
   1. In accordance with the terms of this agreement, the Seller shall be responsible for installing, at its own expense, all auxiliary and interconnecting equipment on seller’s side of the Interconnection Point, including but not limited to, the equipment required for the Interconnection Facilities and transmission line connections to the Buyer’s Location.
   2. The Interconnection process shall be carried out in compliance with all the Applicable laws, Regulations and Industry Practices.
   3. The costs associated with the interconnection, including but not limited to those related to grid upgrades or modifications, shall be allocated as follows: [INSERT INTERCONNECTION COSTS]
8. INTERCONNECTION EQUIPMENTS
   1. The Seller shall be responsible for all the necessary and protective interconnection equipments, these shall include but not be limited to: Power transformer; current & potential transformers; Circuit breaker (to be resolved with completion of design); disconnect switches and grounding system, interconnecting wiring, all as necessary and required.[INSERT ANY OTHER REQUIRED INTERCONNECTION EQUIPMENT].
9. TECHNICAL REQUIREMENTS
   1. The Seller shall meet all technical standards and specifications necessary for safe and reliable grid connection. Any upgrades or modifications required to the Power Plant must comply with technical standards and shall be the responsibility of the Seller.
10. METER INSTALLATION AND OWNERSHIP
    1. The Seller shall be responsible for the installation, ownership, maintenance, and calibration of the meters required to measure the electricity generated or delivered by the power Plant. The meters shall comply with all applicable legal and regulatory standards.
    2. The Buyer shall have the right to review and approve the specifications of the meters before installation.
11. METERING ACCURACY AND TESTING:
    1. The meters shall be accurate and capable of recording the quantity of electricity generated or delivered with precision.
    2. The Seller shall conduct periodic testing and calibration of the meters in accordance with industry standards and any applicable regulations.
    3. The Buyer shall have the right to witness and verify the testing and calibration process upon reasonable notice.
    4. Buyer shall read the Metering System for the purpose of measuring the Energy Output of the Power Plant after giving reasonable notice to the Seller. At its option, Seller may be present when the meter is read. Seller may request a test of the accuracy of the Metering System, at Buyer’s expense, [INSERT FREQUENCY OF READING OF METERING SYSTEM] times per year. Seller may have the Metering System tested at its own expense at any time
12. DATA ACCESS AND REPORTING:
    1. The Seller shall provide the Buyer with access to metering data and records, including real-time data, on a regular basis and in a format agreed upon by both parties.
    2. The Seller shall maintain complete and accurate records of electricity generation or delivery and make these records available for inspection by the Buyer or relevant regulatory authorities upon request.
13. BILLING AND SETTLEMENT
    1. Billing for the electricity generated or delivered shall be based on the data recorded by the meters. The Buyer shall record the reading of the meters in a timely manner [INSERT TIMEFRAME]. The billing period and payment terms shall be as specified in this Agreement.
    2. In the event of a dispute regarding meter readings or data accuracy, the parties shall follow the dispute resolution procedures outlined in this Agreement.
14. METER REPLACEMENT AND MAINTENANCE
    1. In the event of meter malfunction or failure, the Seller shall promptly replace or repair the meter at its own expense.
    2. The Buyer shall be promptly notified of any meter replacement or maintenance activities.
15. OPERATION AND MAINTENANCE
    1. During the term of this Agreement, Seller shall operate and maintain the Power Plant in accordance with the technical specifications and requirements set out in this agreement [INSERT TECHNICAL SPECIFICATIONS].
    2. The Seller shall be responsible for the ongoing operation and maintenance of the Power Plant, including the interconnection components.
    3. The Seller shall promptly address any issues or disruptions in the interconnection or in metering system.
16. OUTAGES
    1. In the event of an Outage, the Seller shall promptly notify the Buyer in writing, providing the following information:
       1. Date and time of the outage.
       2. Anticipated duration of the outage
       3. Cause of the outage, if known.
       4. Actions being taken to restore operations
    2. In the case of planned maintenance or scheduled outages, the Seller shall provide the Buyer with reasonable advance notice specifying the date, time, and expected duration of the planned Outage.
    3. The Seller shall use its best efforts to schedule planned Outages during times that minimize disruption to the Buyer
17. REMEDIES FOR UNPLANNED OUTAGES
    1. In the case of an unplanned Outage, the Seller shall use its best efforts to restore the Electricity Generating Facility to full operation as soon as possible.
    2. During an unplanned Outage, the Seller shall make all reasonable efforts to minimize any adverse impacts on the Buyer.
    3. The Buyer shall have the right to receive compensation or credits for electricity not delivered during the unplanned Outage.
    4. The Seller shall maintain records of all Outages, including their causes, durations, and the actions taken to address them, and shall provide such records to the Buyer upon request.
18. MUTUAL WARRANTIES AND COVENANTS OF THE PARTIES
    1. Each Party warrants to the other that:
       1. It is duly formed, validly existing and in good standing under the laws of [INSERT COUNTRY OF APPLICABLE LAWS] and is qualified to do business in [INSERT COUNTRY WHERE THE POWER PLANT IS LOCATED] and has complied with all applicable laws;
       2. It has full power to carry on business and to enter into, legally bind itself by, and perform its obligations under this Agreement;
       3. The signatories to this Agreement on its behalf are duly authorized and competent to execute and deliver this Agreement as being valid and legally binding on it;
       4. The execution, delivery, and performance of this Agreement, subject to the granting and maintenance of the Relevant Consents, does not, and will not, constitute a violation of any legal or contractual constraint validly applied to Seller.
       5. There are, to the best of its knowledge, no existing or threatened legal, contractual, or financial matters of any kind that could reasonably be expected to affect materially either its ability to perform its obligations under this Agreement or the enforceability of this Agreement; and
       6. No information given by it in relation to this Agreement contains any material misstatement of fact or omits to state a fact that would be materially adverse to the enforcement of the rights and remedies of the other Party.
19. SELLER COVENANTS
    1. Seller hereby covenants as follows:
       1. Unless otherwise stated in this Agreement, the Seller shall own, operate and maintain the Power Plant or any part thereof in accordance with this Agreement and all laws, rules, regulations and ordinances that are enforceable or binding upon Seller.
       2. Seller shall successfully complete the test operations as and when required for the Power Plant.
       3. Seller shall operate and maintain the Power Plant in such a manner so as not to have an adverse effect on Buyer voltage level and/or voltage waveform, power factor and frequency or produce adverse levels of voltage flicker and/or voltage harmonics.
20. BUYER COVENANTS
    1. Buyer covenants to make the payments for Net Energy Output as required by this Agreement.
    2. The Buyer Covenants to use the generated electricity in accordance with applicable law and regulations.
21. INSURANCE
    1. At all times during the term of this Agreement, each Party shall obtain and maintain at its own cost insurance coverage for the facilities relating to the Power Plant within its ownership sufficient to indemnify that party or any successful claimant against loss or damage arising with respect to that facility. Such Insurance shall include the types of coverage usually maintained in respect of facilities of this kind.
22. LIMITATION OF LIABILITY
    1. In no event shall either party be liable to the other party for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of equipments incurred by the other party arising out of the services provided under this agreement, even if such party has been advised of the possibility of such damages, In no event will neither party’s liability on any claim, loss nor liability arising out of or connected with this agreement shall exceed the amounts paid to the Seller by Buyer.
23. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
24. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
25. EXCLUSION FROM FORCE MAJEURE
    1. Force Majeure shall expressly not include the following conditions, except to the extent they result from an event or circumstances of Force Majeure:
       1. unavailability, late delivery or changes in cost of plant, machinery, equipment, materials, spare parts, or consumables for the Power Plant ;
       2. a delay in the performance of any Party ;
       3. non-performance resulting from normal wear and tear typically experienced in power generation materials and equipment; and
       4. non-performance caused by, or connected with, the non-performing Party's (a) negligent or intentional acts, errors or omissions, (b) failure to comply with applicable laws, or (c) breach of, or default under, this Agreement.
26. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Seller and Buyer. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
27. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Buyer: [INSERT EMAIL ID OR/AND ADDRESS]
       2. If to the Seller: [INSERT EMAIL ID OR/AND ADDRESS]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
28. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
29. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
30. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Seller

Name: [INSERT NAME OF THE SELLER/SIGNING AUTHORITY]

Signature:

Date: [INSERT SIGNING DATE OF THE SELLER]

Signed, sealed and delivered on behalf of Buyer

Name: [INSERT NAME OF THE BUYER/SIGNING AUTHORITY]

Signature: 

Date: [INSERT SIGNING DATE OF THE BUYER]