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1、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 ma

2、y 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 ma

3、ke available and to sell the Net Energy Output 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,

4、 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

5、 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 Furthe

6、r, 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 th

7、e 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, enactme

8、nt, 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 fr

9、om 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 plus or minus variance allowance, based on manufacturer specifications percent, beginning on the Commercial Operations Date. 2.2 As Available Energy T

10、ake. Upon and after the Commercial Operations Date, Utility shall accept energy as available up to a maximum total energy equivalent of Project or contracted maximum kW per hour plus or minus five percent, provided that Utility may accept energy above this level at its sole discretion. 2.3 Sale to D

11、eveloper. Subject to, and in accordance with, the terms of this Agreement, Utility shall make available and sell to the Developer, and the Developer may purchase from Utility, capacity and energy, on the same basis as Utilitys then prevailing tariff for electricity sold to industrial customers. 2.4

12、Energy Price. The amount of the payments due from Utility to Developer for Net Energy Output from the Project shall be calculated in accordance with Schedule 2 （Calculation of Payments） using the Energy Price defined in that schedule. The payments shall be made at the times specified in Paragraph 4.

13、2 （Billing and Payment）.3. TERM 3.1 Initial Term. The initial term of this Agreement shall commence on the date of this Agreement and shall end length of agreement term from the Commercial Operations Date, unless this Agreement is terminated earlier pursuant to the provisions of this Agreement allow

14、ing for termination in the event of a breach or default by either of the Parties （Early Termination）. Any Early Termination of this Agreement shall be without prejudice to all rights and obligations of the parties accrued under this Agreement prior to such termination. 3.2 Renewal Term. This Agreeme

15、nt may be extended by either Party for a single additional period of agreed renewal term years, on the terms defined by this Agreement, provided that: （a） 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

16、 36 months and not less than 24 months before the end of the initial term of this Agreement; （b） The Party receiving a request to extend the agreement has not rejected the request in a written response to the Party seeking an extension, given not more than 3 months following receipt of the request for extension; （c） There is not an eve