Power Purchase Agreement Template

POWER PURCHASE AGREEMENT

This Power Purchase Agreement ("Agreement") is entered into as of by and between Seller: , a Entity Type: Corporation LLC Other located at ; and Buyer: , a Entity Type: Corporation LLC Other located at .

RECITALS

WHEREAS, Seller owns and operates a generation facility with a nameplate capacity of (the "Facility") located at ; and

WHEREAS, Buyer desires to purchase, and Seller desires to sell, energy and associated environmental attributes generated by the Facility on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to govern the commercial and operational relationship between Seller and Buyer through the delivery and purchase of energy and related items described herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1. Capitalized terms used in this Agreement shall have the meanings set forth in this Section and elsewhere in this Agreement. "Commercial Operation Date" means the date on which the Facility achieves stable commercial operation as demonstrated in accordance with the criteria set forth in Exhibit A. "Delivered Energy" means the gross electrical energy, measured in kilowatt-hours ("kWh"), delivered by Seller to the Delivery Point and measured in accordance with Section 4.

2. TERM; TERM COMMENCEMENT; TERMINATION

2.1. Term. The term of this Agreement shall commence on the Effective Date and continue for a period of years (the "Initial Term"), unless earlier terminated in accordance with this Agreement.

2.2. Term Commencement. The parties agree that delivery obligations will commence on the Scheduled Commercial Operation Date, which shall be .

3. SALE AND PURCHASE OF ENERGY

3.1. Purchase Obligation. Subject to the terms and conditions of this Agreement, Seller shall sell and deliver to Buyer, and Buyer shall purchase and accept from Seller, all Delivered Energy produced by the Facility and delivered to the Delivery Point during the Term.

3.2. Environmental Attributes. Unless otherwise specified in this Agreement, title to and all rights in environmental attributes, renewable energy certificates, and any comparable credits created or associated with Delivered Energy ("Environmental Attributes") shall transfer to Buyer be retained by Seller.

4. DELIVERY, METERING AND INTERCONNECTION

4.1. Delivery Point. Delivery shall be made at the Delivery Point identified as . Title to Delivered Energy shall transfer to Buyer at the Delivery Point.

4.2. Metering. Metering equipment shall be installed, maintained, and tested in accordance with applicable industry standards. Metering data shall be used for settlement and shall be provided to Buyer within days of meter reading.

5. PRICE; INVOICING; PAYMENT

5.1. Purchase Price. During the Term, Buyer shall pay Seller a price of per kWh of Delivered Energy, adjusted as provided in this Agreement.

5.2. Invoicing. Seller shall deliver an invoice to Buyer on a monthly basis setting forth Delivered Energy during the invoice period, applicable adjustments, and the total amount due. Buyer shall pay each properly submitted invoice within days of receipt, by wire transfer or other agreed method.

6. TAXES AND CHARGES

6.1. Taxes. Unless otherwise required by applicable law, sales, use, excise, generation, transmission, and similar taxes and charges imposed on transactions hereunder shall be borne by Buyer Seller.

7. REPRESENTATIONS AND WARRANTIES

7.1. Mutual Representations. Each party represents and warrants that it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, that this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

7.2. Seller Representations. Seller represents and warrants that (a) it owns or has the right to sell the Delivered Energy, and (b) the Facility is in compliance with all applicable permits and interconnection agreements necessary to deliver energy to the Delivery Point.

8. DEFAULT; REMEDIES

8.1. Events of Default. An Event of Default shall include (i) failure to pay any amount when due that continues for more than days after notice, (ii) material breach of representations or covenants that is not cured within days following notice, or (iii) bankruptcy or insolvency of a party.

8.2. Remedies. Upon the occurrence of an Event of Default, the non-defaulting party may terminate this Agreement and pursue all remedies available at law or equity, including specific performance and damages, subject to the limitations set forth in Section 9.

9. LIMITATION OF LIABILITY; INDEMNITY

9.1. Limitation of Liability. Except for wilful misconduct, fraud, or gross negligence, in no event shall either party be liable for incidental, consequential, punitive, or exemplary damages, and the aggregate liability of a party for claims arising out of or connected with this Agreement shall not exceed .

9.2. Indemnity. Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims to the extent arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

10. INSURANCE

Seller shall maintain insurance coverage customary for facilities of similar size and technology, including commercial general liability, property insurance, and, if applicable, operator's liability, in amounts sufficient to cover claims arising from its performance under this Agreement. Evidence of such insurance shall be provided to Buyer upon request.

11. FORCE MAJEURE

11.1. Excused Performance. Neither party shall be liable for failure or delay in performance to the extent caused by force majeure events, including acts of God, fire, storms, strikes, war, governmental action, or failure of the transmission system beyond a party's reasonable control. The affected party shall give prompt notice and shall use commercially reasonable efforts to mitigate the effects of the force majeure event.

12. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either party may assign this Agreement, without consent, to an affiliate or in connection with a sale of substantially all of its assets or a financing secured by the Facility.

13. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or such other method as the parties may agree in writing. Notice shall be effective upon receipt or refusal of delivery.

14. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles. All disputes arising under or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules mutually agreed upon by the parties, provided that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or to prevent a breach that would cause irreparable harm.

15. ENTIRE AGREEMENT; AMENDMENTS; SEVERABILITY; WAIVER; COUNTERPARTS

15.1. Entire Agreement. This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral.

15.2. Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

15.3. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision reflecting the parties' intent.

15.4. Waiver. No failure or delay by a party in exercising any right under this Agreement shall operate as a waiver of such right, and no single or partial exercise of any right shall preclude any other or further exercise of such right.

15.5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed to be original signatures for all purposes.

EXECUTION

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

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