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1. Parties: Identification of the power producer/seller and the power purchaser/buyer with their full legal details
2. Background: Context of the agreement, including facility description, project overview, and parties' intentions
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and rules of interpretation
4. Sale and Purchase Obligations: Core obligations regarding the sale and purchase of electricity, including minimum take-or-pay commitments
5. Term and Termination: Duration of the agreement, conditions for extension, and termination rights
6. Conditions Precedent: Prerequisites that must be satisfied before the agreement becomes fully effective
7. Construction and Development: Requirements and timelines for facility construction and development milestones
8. Testing and Commissioning: Procedures for testing and commissioning the facility before commercial operations
9. Operations and Maintenance: Standards for operating and maintaining the facility
10. Metering and Billing: Requirements for measuring electricity delivered and billing procedures
11. Payment Terms: Tariff structure, payment calculations, invoicing, and payment procedures
12. Force Majeure: Definition of force majeure events and their consequences
13. Default and Remedies: Events of default and available remedies for each party
14. Dispute Resolution: Procedures for resolving disputes, including governing law and jurisdiction
15. Representations and Warranties: Standard representations and warranties from each party
16. Insurance: Required insurance coverage to be maintained by each party
17. Assignment and Change of Control: Restrictions and conditions for assignment or change of control
18. Confidentiality: Obligations regarding confidential information
19. Notices: Procedures for giving notices under the agreement
20. Miscellaneous: Standard boilerplate provisions including entire agreement, amendments, and severability
1. Renewable Energy Certificates: Required for renewable energy projects to address the creation, ownership, and trading of renewable energy certificates
2. Carbon Credits: For projects generating carbon credits, addressing ownership and trading rights
3. Energy Storage: For projects including battery or other storage systems, defining storage obligations and requirements
4. Grid Connection: Detailed provisions regarding grid connection if not covered in a separate agreement
5. Local Content Requirements: For projects subject to UAE local content requirements
6. Deemed Generation: For cases where the facility is available but cannot deliver power due to grid issues or purchaser default
7. Step-in Rights: Required by lenders in financed projects
8. Change in Law: Detailed provisions for handling changes in law if significant regulatory changes are anticipated
9. Performance Security: If additional security beyond standard provisions is required
1. Facility Description: Detailed technical specifications of the power generation facility
2. Site Description: Details and drawings of the project site
3. Testing Procedures: Detailed procedures for performance tests and commissioning
4. Output Specifications: Technical requirements for electricity output, including power quality
5. Tariff and Payment Calculations: Detailed formulas and examples for calculating payments
6. Metering Specifications: Technical requirements for metering equipment and procedures
7. Operating Procedures: Detailed procedures for daily operations and communications
8. Form of Performance Security: Template for any required performance security
9. Minimum Functional Specifications: Required technical standards and specifications
10. Grid Code Requirements: Specific requirements for compliance with applicable grid codes
11. Environmental and Social Requirements: Environmental and social obligations and standards
12. Insurance Requirements: Detailed specifications of required insurance coverage
13. Form of Direct Agreement: Template agreement between lenders, purchaser, and seller if project is financed
14. Annual Operating Plan Template: Template for required annual operating plans
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