AGREEMENT

BETWEEN:

[Legal name, form and country of Developer/Seller entity]) having its registered office at

[complete Address of Developer entity] ("Developer”) and

[Legal name, form and country of utility/Buyer entity]) having its registered office at [complete

Address of Utility entity] ("Utility”). Developer and Utility may be referred to individually as a

"Party" and collectively as "Parties" made this date, [date of agreement execution] .

WHEREAS:

(A) Developer agrees to complete construction and Commissioning of its

[name, description, location, and capacity or energy output of project] ("Project")

(B) Developer agrees to make available and to sell the Net Energy Output

i

from

Project to Utility; and

(C) Utility wishes to purchase the electrical energy generated by the Project

pursuant to the terms and conditions in this Agreement;

NOW, THEREFORE, in consideration of the mutual benefits to be derived, the

representations, warranties, conditions and promises contained in this Agreement, and

intending to be legally bound by this Agreement, the Parties agree as follows.

1. INTERPRETATION AND DEFINED TERMS

1.1 In interpreting this Agreement, capitalized terms and expressions shall have the

meanings given them in Schedule A (Defined Terms) or the text in which they appear. Terms not

defined in Schedule A (Defined Terms) shall have the meanings ascribed to them in the Oxford

English dictionary or, for terms of art or where the context indicates, the meanings given the

terms by common usage in the industry.

1.2 Further, in interpreting this Agreement:

1.2.1 Except where expressly stated otherwise, the headings of the Paragraphs are

primarily for convenience and in the event of a conflict between a heading and the more specific

provision of a Paragraph, the language of the Paragraph shall control in construing the provisions

of this Agreement;

1.2.2 The singular includes the plural and vice versa;

1.2.3 References to Sections, Paragraphs, Schedules and similar designations are,

unless the context otherwise requires, references to designations in this Agreement; and

1.2.4 References to any agreement, enactment, ordinance or regulation includes

any amendment thereof or any replacement in whole or in part.

2. SALE AND PURCHASE OF ENERGY

2.1 Sale to Utility. Subject to, and in accordance with, the terms of this

Agreement, the Developer shall make available and sell to Utility, and Utility shall

purchase from Developer (on a “take or pay” basis), the Net Energy Output of the

Project, up to a maximum of [maximum output capacity or lesser contracted amount]

ii

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