Epc Contract

EPC CONTRACT
BETWEEN
DEVELOPER
(as the Owner)
AND
EPC CONTRACTOR
(as the Contractor)
LOCATION DETAILS
TABLE OF CONTENTS
Article Headings
Article-1 DEFINITIONS AND RULES OF INTERPRETATION
Article-2 SCOPE & COMMENCEMENT OF WORKS
Article-3 SCOPE OF GOODS
Article-4 DISPATCH NOTICE & INSPECTION
Article-5 COMMISSIONING & ACCEPTANCE OF THE PROJECT
Article-6 TRANSFER OF RISK & TITLE
Article-7 PERFORMANCE OF THE WORKS
Article-8 COMMISSIONING OF THE PROJECT
Article-9 TESTS FOR TAKEOVER
Article-10 RISK
Article-11 REPRESENTATIVES
Article-12 COMMUNICATIONS
Article-13 GENERAL OBLIGATIONS OF THE CONTRACTOR
Article-14 GENERAL OBLIGATIONS OF THE OWNER
Article-15 WORKS WARRANTIES
Article-16 REPRESENTATION & WARRANTIES
Article-17 EQUIPMENT OF WARRANTIES
Article-18 CONTRACT PRICE, PAYMENT & GUARANTEES
Article-19 TAXES
Article-20 CHANGE IN LAW
Article-21 DELAY & EXTENSION OF TIME
Article-22 VARIATION & SUSPENSION
Article-23 LIQUIDATED DAMAGES
Article-24 FORCE MAJEURE
Article-25 INDEMNITY
Article-26 LIMITATION OF LIABILITY
Article-27 TERMINATION BY OWNER
Article-28 TERMINATION BY CONTRACTOR
Article-29 CONTRACT PRICE PROPORTION
Article-30 CONFIDENTIALITY
Article-31 DISPUTE RESOLUTION
Article-32 INTELLECTUAL PROPERTY
Article-33 ASSIGNMENT & SUB CONTRACTING
Article-34 GENERAL PROVISIONS
Annexures:
1 TECHNICAL TERM SHEET
2 IMPLEMENTATION AND DELIVERY SCHEDULE
3 PRICE & PAYMENT TERMS
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4 WARRANTEES & GUARANTEES
5 SITE DETAILS
6 PROJECT SPECIFIC DEVIATIONS
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ENGINEERING PROCUREMENT AND CONSTRUCTION CONTRACT
This engineering, procurement and construction contract (hereinafter referred to as the “Contract” is
executed at Delhi on ________________________________:
BY AND BETWEEN:
DEVELOPER, a company incorporated under the provisions of the Companies Act 2013, having its
corporate office at ____________________________________________________________________,
represented by its authorised signatory Mr. Nitin Saxena (hereinafter referred to as the “Owner”, which
expression shall, unless it be repugnant to the subject or context, include its successors and permitted
assigns);
AND
EPC CONTRACTOR, a company incorporated under the provisions of the Companies Act 1956, having
its registered office at ____________________________________ (hereinafter referred to as the
“Contractor”, which expression shall, unless it be repugnant to the subject or context, include its
successors and permitted assigns).
The Owner and the Contractor are collectively referred to as the “Parties” and individually referred to as
a “Party”.
WHEREAS:
(a) The Owner is desirous of establishing the Project (as defined later) at the Site (as defined later)
and requires design, procurement, engineering, erection, testing and commissioning services for
this purpose.
(b) The Contractor is engaged, inter alia, in the business of designing, manufacturing, supplying,
erecting, installing, commissioning, testing, and operating and maintaining solar power projects
in various states across India.
(c) The Contractor has offered and the Owner has agreed to appoint the Contractor for the
performance of the Works/Services (as defined later) and for the Supply (as defined later) in
relation to the Project.
(c) Accordingly, the Parties are now desirous of executing this Contract to set out the terms and
conditions and the respective rights and obligations of the Parties in relation to the performance
of the Works/Services, the Supply and other related matters under this Contract.
Now therefore, in consideration of the mutual premises and covenants mentioned in this Contract and
for other good and valuable consideration, the receipt, adequacy and sufficiency of which is
acknowledged by the Parties, the Parties agree as follows:
1. DEFINITIONS AND RULES OF INTERPRETATION
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1.1 Definitions
In this Contract, unless the context otherwise requires, all capitalised terms used shall have the
respective meanings assigned to them below or elsewhere in the body of this Contract:
1.1.1 “Advance Payment” means the sum as set out in Annexure 3 (Milestone Payment Schedule) to be
paid as advance payment by the Owner to the Contractor.
1.1.2 “Advance Payment Guarantee” means payment security in the form of postdated cheque
submitted by Contractor to the Owner of an amount equal to the Advance Payments and other
advances as provided in Annexure 3 (Milestone Payment Schedule) as further detailed in paragraph
2, Annexure 4 (Warranties and Guarantees) and such Advance Payment Guarantee shall be valid till
Takeover Date.
1.1.3 “Affiliate” shall mean a person or entity directly or indirectly controlling or controlled by or under
common control with such company. "Control" for this purpose shall, in the case of a body
corporate with share capital, mean the direct or indirect ownership of or power to vote with respect
to shares of a body corporate with share capital constituting 50% (fifty percent) or more of the votes
of any class or such body corporate’s share capital. "Controls", "Controlled by" and other
derivatives and grammatical variations shall be construed accordingly.
1.1.4 “AML/CFT” shall mean anti-money laundering and combating the financing of terrorism.
1.1.5 “Annexure” means all appendices, annexures and schedules annexed to this Contract or
incorporated by reference herein and shall include all amendments and revisions thereto made by
mutual agreement between the Parties in accordance with the provisions contained in this Contract.
1.1.6 “Applicable Laws” means any applicable statute, law, regulation, ordinance, rule, judgment, rule
of law, order, decree, clearance, Applicable Permits, directive, guideline, policy, requirement, or
other restriction imposed by a Government Authority or judicial body or any similar form of
decision, or determination by, or any interpretation or administration of any of the foregoing by,
any judicial, quasi-judicial, statutory or regulatory authority, whether in effect on the Effective Date
or thereafter, and in each case as amended from time to time.
1.1.7 “Applicable Permits” means any and all permits, clearances, authorizations, consents, licenses
(including without limitation any import or export licenses), lease, ruling, exemption, concessions,
filing, agreements, approvals, judgment, decree, publication, notice, declarations or regulation
issued by any Government Authority which is required to be obtained or maintained in connection
with construction of the Project on the Site, performance of Works and Supply of Goods and the
operation of the Project respectively by the Contractor and the Owner in accordance with the
Contract and their maintenance, as may be in effect at the time of the Contractor’s performance of
Works hereunder or Supply of Goods, including those required during the Warranty Period, as
appropriate.
1.1.8 “Business Day” means any day of the week other than Saturday, or Sunday or other day on which
scheduled commercial banks are authorised or required to be closed for operations in Maharashtra.
1.1.9 “Cause” in relation to the revocation or amendment of any Applicable Permit means any fact or
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circumstance, including, without limitation, any default, neglect or failure to abide by any of the
terms and conditions of such Applicable Permit.
1.1.10 “Change in Law” means:
(a) The enactment, adoption, promulgation, modification or repeal, after the date of this Contract of
any Applicable Law.
(b) The imposition of any material condition or the issuance or renewal of any Applicable Permits by
any Government Authority, after the Effective Date.
(c) The revocation or cancellation of any Applicable Permit, unless due to a Cause attributable to the
Contractor.
1.1.11 “Commissioning” shall mean interfacing with the LT distribution network of the Off-taker and
delivery of electricity generated from it to the Off-taker as well as performance compliance &
closure of punch points, duly certified by the Owner’s Representative and the Consultant.
1.1.12 “Commissioning Activities” means the process by which the Project is installed, completed and is
being tested in order to achieve the approved Technical Specifications.
1.1.13 “Commissioning Date” has the meaning given to the term in Clause 8.1.1.
1.1.14 “Completion” means the delivery of the Goods, required for installation and Commissioning of the
Works, by the Contractor in accordance with the terms and conditions of this Contract. The term
“Complete”, “Completed” and “Completing“ shall be construed accordingly.
1.1.15 “Contract” means this contract as may be amended, supplemented or modified from time to time
by agreement in writing between the Parties.
1.1.16 “Contract Price” means the lump sum fixed price as stated in Annexure 3 (Milestone Payment
Schedule) of the Contract, as such price may be agreed/modified pursuant to the terms and as
payable by the Owner to the Contractor in consideration of the Contractor performing the Works
and Supplying the Goods, and payable in the form of Milestone Payments in accordance with the
Milestone Payment Schedule.
1.1.17 “Contractor Approvals” means all Applicable Permits, required by the Contractor from any
Government Authority for the performance of its obligations in accordance with the provisions of
this Contract.
1.1.18 “Contractor Variation Order” has the meaning given to the term in Clause 22.2.
1.1.19 “Contractor’s Representative” has the meaning given to the term in Clause 11.2(a).
1.1.20 “Consultant” shall mean consulting engineers appointed by the Owner for the Project and shall
include, their duly authorized representatives.
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1.1.21 “Cost” means all expenditure properly incurred (or to be incurred) by the Contractor in its capacity
as the Contractor under this Contract, whether on or off the Site, including overhead and similar
charges, for the full complete and proper performance of Works or Supply of Goods, including
discharge of all of the Contractor’s obligations under and in accordance with the Contract, which
are duly audited and supported but does not include profit.
1.1.22 “Day” means a calendar day of 24 (twenty-four) hours and “Year” means 365 (three hundred and
sixty-five) days.
1.1.23 “Default Interest Rate” has the meaning assigned to it in Clause 18.6.
1.1.24 “Delivery” means delivery of the Goods at the Delivery Point.
1.1.25 “Delivery Point” has the meaning given to the term in Clause 5.2.
1.1.26 “Delivery Schedule” is the delivery schedule in respect of the Supply of Goods set out in
Annexure 2 (Implementation and Delivery Schedule).
1.1.27 “Dispute” shall have the meaning given to the term in Clause 31.1.
1.1.28 “Documents” means and includes all design documents, engineering documents, Drawings,
calculations, computer software (programs), computer media, samples, patterns, models,
construction documents, erection documents, operation and maintenance Manuals, and other
manuals, and the like as well as, all other data and information to be submitted by the Contractor
and shall include without limitation, engineering, design and construction drawings, data sheets,
specifications, plans, bills of Materials and estimates.
1.1.29 “Drawings” shall mean all:
a) Drawings furnished by the Contractor and approved by the Owner or the Consultant or
statutory authorities.
b) Supplementary drawings furnished by the Contractor and approved by the Owner or the
Consultant or the statutory authorities to clarify and to define in greater detail the intent of
the Contract.
c) Drawings submitted by the Contractor with his proposal, provided such drawings are
acceptable to the Owner or the Consultant.
d) Engineering data and drawings submitted by the Contractor during the progress of the Work
under the Contract, provided such engineering data and drawings are acceptable to the
Consultant or the Owner.
1.1.30 “Effective Date” means the date of signing of this Contract.
1.1.31 “Equipment” means the parts, components, systems and subsystems, which are required for the
installation and Commissioning of the Project, as further detailed in Annexure 1 & 6(Scope of Site
Works/Services and Supply).
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1.1.32 “Force Majeure Event” has the meaning given to the term in Clause 24.1.
1.1.33 “Goods” means all of the Equipment and the Materials which the Contractor is required to Supply
to the Owner under this Contract.
1.1.34 “Good Engineering Practices” means those practices, methods, acts, techniques and standards as
may be followed or employed in the performance of the Works or supply of Goods and discharge
of its obligations by the Contractor and which (i) are generally accepted internationally for use in
the electric utility industry in connection with power stations of the same or similar size and type as
the Project, (ii) are commonly used in prudent electric utility engineering, construction, project
management and operations, and (iii) would be expected to result in performance of the Works and
achieving Mechanical and Electrical Completion in a manner consistent with Applicable Laws,
Applicable Permits, reliability and safety laws and regulations.
1.1.35 “Government Authority” means the Government of India, the relevant State Government, or any
political subdivision, ministry, department, agency, corporation, commission or any regional, local
or municipal authority or governmental body thereof or any other governmental or statutory body
under the direct or indirect control of the Government of India, the relevant State Government , or
of any political subdivision, ministry, department, agency, corporation, commission, or any
regional, local or municipal authority or governmental body thereof, and shall include without
limitation any other governmental or statutory body having jurisdiction over the Plant or over the
performance of any part of Work or the Works or any obligation of the Contractor or the Owner
under the Contract.
1.1.36 “Gross Negligence” means any act or omission on the part of the Parties which implies a
deliberate, conscious, willful or reckless disregard of any consequences of such act or omission, and
shall be deemed to include any deliberate, conscious, willful or reckless disregard of any
contractual obligations under this Contract and of the harmful consequences to the physical well-
being, property or economic well-being of any Person.
1.1.37 “Guaranteed Completion Date” means the date falling 150 days after the receipt of first advance
by the Contractor or 15 days before the agreed date for completion of the Project under the PPA,
whichever is earlier.
1.1.38 “Guaranteed Performance Ratio” means formula specified in Annexure 1 PART F (Parameters for
Performance Ratio Calculation).
1.1.39 “IEC” means International Electro-technical Commission.
1.1.40 “Implementation Schedule” means the schedule which sets out a timeline for completion of
milestone activities in relation to the Works as stipulated in Annexure 2 (Implementation and
Delivery Schedule).
1.1.41 “Intellectual Property Rights” includes any patent, copyright, database rights, software embedded
in the Plant or standalone software, registered design or other design right, utility model, trade
mark (whether registered or not), brand name, service mark, trade name, eligible layout right, chip
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topography right and any other rights of a proprietary nature in or to the results of intellectual
activity in the industrial, commercial, scientific, literary or artistic fields, whether registrable or not
and wherever existing in the world, including all applications, renewals, extensions and revivals of,
and all rights to apply for, any of the foregoing and any other intellectual and industrial property
rights subsisting or recognized under Indian law or any other applicable jurisdiction.
1.1.42 “Latent Defect” means any defect in the Works which is not evident to the Owner upon a visual
inspection of the Works, and additionally any deterioration in condition of the equipment, civil and
structural works which results in any change in the durability, position, level or alignment of the
Plant.
1.1.43 “Latent Defect Warranty” means a warranty provided by the Contractor in relation to any Latent
Defects in respect of the Works.
1.1.44 “Lender” means any person or group of persons providing debt financing for the Project or funds
for re-financing or takeout of any such financing.
1.1.45 “Lender’s Engineers” means each and any engineer(s), consultant(s) or advisor(s) which may be
appointed by the Lender, to act on behalf of the Lender, in connection with performance of this
Contract.
1.1.46 “Lien” shall mean, with respect to any property or asset, any mortgage, deed of trust, lien, pledge,
charge, security interest, or encumbrance of any kind whatsoever in respect of such asset or
property, as the case may be, filed, recorded or otherwise perfected or effective under Applicable
Law as well as the interest of a vendor or a lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such asset.
1.1.47 “Liquidated Damages” means the appropriate measures of the damages for such delays or such
shortfalls in performance and penalty or consequential damages sustained by the Owner as a result
of such delays and/or shortfalls, as detailed in the provisions set out in this Contract.
1.1.48 “Manuals” means all the various instruction manuals to be provided as per the Contract by the
Contractor and shall include Manuals described in the Technical Specifications.
1.1.49 “Manufacturer” means any entity or firm who is the producer and furnisher to the Contractor of
any Material or designer and fabricator of any Equipment, which will be incorporated in or forms a
part of the Project.
1.1.50 “Materials” things of all kinds (other than the Plant) intended to form or forming part of the
permanent Works, including the supply-only materials (if any) to be supplied by Contractor under
the Contract.
1.1.51 “Mechanical and Electrical Completion” means the stage of the Works when the following has
occurred:
(a) Contractor has installed at the Plant 319.55 kWp of photovoltaic (PV) modules as measured
based on the nameplate (as opposed to measured) peak rating of such modules;
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(b) the LT panel connections are operational and the Plant has been fully connected to the LT
panel and energized such that the Owner can evacuate power from the Plant up to 319.55
kWp without restriction;
(c) all Tests on Takeover have been passed;
(d) the Performance Guarantees are achieved in the Tests for Takeover or Liquidated Damages
are paid in respect of any performance shortfall;
(e) the Contractor has provided all Documents and other information required under this
Contract, and all information required to safely and efficiently operate the Project;
(f) the Works are capable of being operated safely under all anticipated or likely operational
conditions;
(g) the Works are in a condition which allows Owner to comply with all Applicable Laws
relating to its operation;
(h) the Contractor shall have issued a certificate to the Owner stating that it has met all its
contractual obligations as per the Contract and that there exist no Contractor’s Liens on the
Project or the Works (“No Lien Certificate”), provided all payments as per terms of the
Contract have been released by the Owner to the Contractor;
(i) all Contractor Approvals under this Contract and which are necessary for the operation of
the Works have been transferred (to the extent necessary and/or permitted at law) to the
Owner or the Owner's nominee; and
(j) the Works have been performed and are complete, except for any minor outstanding work
and defects which will not substantially affect the use of the Works for their intended
purpose and all Punch List items have been rectified appropriately.
1.1.52 “Milestone” means each milestone set out in Annexure 3 (Milestone Payment Schedule) which
corresponds with a Milestone Payment.
1.1.53 “Milestone Payment” means the payments to be released in accordance with the Milestone
Payment Schedule by linking such payment limits (in terms of percentages) with the Milestones.
Such payments shall be in the form of percentages of the Contract Price.
1.1.54 “Milestone Payment Schedule” means the schedule of Milestones and corresponding Milestone
Payments.
1.1.55 “Month” shall mean calendar month or a period of 30 (thirty) days as relevant to the context.
1.1.56 “Notice to Proceed” has the meaning given to the term in Clause 2.2(c).
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1.1.57 “NTP Date” means the date on which the Notice to Proceed is provided to the Contractor by the
Owner in accordance with Clause 2.2(b).
1.1.58 “O&M” means operation and maintenance.
1.1.59 “O&M Contract” means the operation and maintenance agreement to be executed between the
Owner and Contractor for operation and maintenance of the Plant post the Takeover Date.
1.1.60 “OEM Warranties” has the meaning given to the term in Paragraph 4 of Annexure 4 (Warranties
and Guarantees).
1.1.61 “Offtaker” means OmniActive Health Technologies Limited, a company incorporated under the
Companies Act, 1956, having its registered office at T8b, 5th Floor, Phoenix House, A Wing,
Phoenix Mills Compound, 462 Senapati Bapat Marg, Lower Parel, Mumbai-400013, Maharashtra –
INDIA .
1.1.62 “Operational Life of the Project” means a period of 25 (twenty five) years from the
Commissioning Date.
1.1.63 “Owner” shall mean Developerin its capacity as Owner of the Project, and shall include its
successors and assigns, as well as its authorized officers.
1.1.64 “Owner Variation Order” shall have the meaning given to the term in Clause 22.1.
1.1.65 “Owner’s Representative” has the meaning given to the term in Clause 11.1.
1.1.66 “Performance Guarantees” shall have the meaning set out in Annexure 4 (Warranties and
Guarantees) to this Contract.
1.1.67 “Performance Security” means the security or securities under Clause 2.3 (Performance Security).
1.1.68 “Performance Test” means, the tests to be carried out in accordance with the provisions of
Annexure 1 PART F (Performance Tests) to prove and establish the Performance Guarantees.
1.1.69 “Person” means any individual, corporation, partnership, association, joint stock company, trust,
unincorporated organization, Hindu undivided Family, joint venture, government or political
subdivision or agency thereof.
1.1.70 “Plant” means the rooftop solar electric generating facility, which shall consist of a photovoltaic
(PV) solar power generating installation and associated equipment having an aggregate nameplate
capacity of up to approximately of 319.55 kWp and proposed to be set up at the Site, in Premises,
by the Owner.
1.1.71 “PPA” means the power purchase agreement executed between the Offtaker and the Owner on
January 30, 2020 along with novation agreement dated March 4, 2020.
1.1.72 “Pre-Commissioning Tests” means those tests specified in Annexure 1 Part I (Pre-Commissioning

Tests and Tests for Takeover) which are carried out prior to Commissioning of the Project.
1.1.73 “Progress Report” means a report which outlines the progress made against the requirements set
forth in the Implementation Schedule.
1.1.74 “Project” means the Plant and all the Works that are necessary for setting up a 319.55 kWp roof top
solar power project at the Site.
1.1.75 “Project Documents” means the PPA, this Contract and the O&M Contract and/or any other
amendments or agreements that may be executed in relation to the Project.
1.1.76 “Punch List” means the list prepared by the Owner up on Commissioning of the Project and
thereafter periodically revised by the Owner as necessary, and in any case updated by the Owner
within 15 (fifteen) days following Owner’s receipt of a Contractor Commissioning Confirmation, in
each case, with the full co-operation of the Contractor, which list shall set out certain items of
Works which remain to be performed by the Contractor in order to ensure that the Works fully
comply with all of the standards and requirements set out in this Contract.
1.1.77 “Quality Assurance Plan” or “QAP” means the plan set out in Annexure 1 PART E (QAP).
1.1.78 “Representative” means the authorized representative nominated by each Party or any other
person appointed by the relevant Party and notified to the other Party from time to time.
1.1.79 “Site” means all the parcels of roof owned by the Offtaker on which the Works will be undertaken
and located, as more particularly identified on the Site plan and described in Drawings forming a
part of this Contract.
1.1.80 “State Government” means Government of Tamil Nadu.
1.1.81 “Subcontractor” means any person named in the Contract as a Subcontractor, sub-vendor,
Manufacturer or supplier for a part of the Works or any person to whom a part of the Works has
been subcontracted in accordance with the provisions set out in this Contract and the legal
successors in title to such Person, but not any assignee of such Person.
1.1.82 “Supply” means the supply of Goods under the terms and provisions of this Contract.
1.1.83 “Take Over” or “Taking Over” means the date on which the Takeover Certificate is issued by the
Owner to the Contractor in accordance with Clause 9.2 of the Contract.
1.1.84 “Takeover Certificate” means the certificate issued under Clause 9.2.
1.1.85 “Takeover Date” means the date on which the Takeover Certificate is issued by the Owner.
1.1.86 “Taxes” means all forms of taxation, duties, fees, imposts and levies including (but without
limitation) Goods & Services Tax (GST), customs and other import and export duties, excise duties,
and such other transaction taxes levied in India and any interest, surcharge, penalty or fine in

connection with it.
1.1.87 “Technical Specifications” means the technical specifications to be complied with by the
Contractor in relation to performance of the Works, Supply and its other obligations under this
Contract as set out in Annexure 1 Part H (Technical Specifications of Works and Goods).
1.1.88 “Term” means the period commencing on the Effective Date and ending on the earlier of the last
day of the Warranty Period or termination of this Contract in accordance with the provisions of this
Contract.
1.1.89 “Tests for Takeover” means those tests which are described in Annexure 1 Part I (Pre-
Commissioning Tests and Tests for Takeover).
1.1.90 “Variation” means any modification, addition or omission to, in or from the scope of the Works or
Supply or any part thereof.
1.1.91 “Warranty Period” means:
(a) for the Works, the period of 24 (twenty-four) months beginning on the Takeover Date
which shall be extended to the Extended Warranty Period in accordance with Clause 15.6
for Replaced Works.
(b) With respect to the Latent Defect Warranty, the period of 2 (two) years from the Takeover
Date.
(c) With respect to the OEM Warranty, the number of years set out under the paragraph
entitled “OEM Warranties” in Annexure 4 (Warranties and Guarantees).
During this Warranty Period, the Contractor (or the Manufacturer as a back-to-back warranty
under the OEM Warranty, as relevant) will be liable to rectify defects in the Work if any arise.
1.1.92 “Works” or “Services” means all the work and obligations of the Contractor under the Contract
including permanent works and temporary works as appropriate, including without limitation, the
works and services described in Annexure 1 (Scope of Work/Services and Supply).
1.1.93 “Written Notice” shall mean a notice in writing, typed or printed or hand written characters, sent
(unless delivered personally or otherwise proved to have been received) by registered post or by
electronic transmission to the last known private or business address or registered office of the
addressee and shall be deemed to have been received when in the ordinary course of post or by
electronic media it would have been delivered.
1.2 Interpretation
1.2.1 The table of contents and headings in this Contract are inserted for convenience only and shall
not affect its interpretation or construction.
1.2.2 Unless the context otherwise requires, words denoting the singular shall include the plural or
vice versa.

1.2.3 Unless the context otherwise requires, references to any gender shall include all other genders.
1.2.4 References to “persons” shall include any individual, sole proprietorship, unincorporated
association, body corporate, company, partnership (limited liability or otherwise), Government
Authority, trust or any other entity or organization.
1.2.5 References to the word “include” or “including” are to be construed without limitation.
1.2.6 Reference to Recitals, Schedules, Annexures and Clauses are, except where the context otherwise
requires, to the Recitals, Annexures and Clauses of the Contract. Unless otherwise specified,
references within an Annexure, are to the paragraphs of that Annexure.
1.2.7 References to any agreement, instrument or document (including this Contract) shall be
construed as a reference to that agreement, instrument or document as varied, amended,
supplemented, substituted or renewed from time to time by means of a written instrument.
1.2.8 References in this Contract to any “Applicable Law” shall be construed to mean such Applicable
Law, as amended, extended, consolidated or replaced from time to time (whether before or after
the date of this Contract).
1.2.9 Any reference to a day shall mean a reference to a Business Day.
1.2.10 Any date referred to in this Contract, if not a Business Day, shall be deemed to be a reference to
the immediately succeeding Business Day.
1.2.11 Unless otherwise stated, any reference to any period commencing “from” a specified day or date
and “until” a specified day or date shall include both such days and dates.
1.2.12 Unless specified otherwise, reference to ‘approval’ or ‘consent’ of a Person shall mean the prior
written approval or consent of such Person.
1.2.13 Reference to this Contract or another instrument includes any variation or replacement of either
of them.
1.2.14 The clause titles and sub-titles used in this Contract are given for guidance and convenience and
shall not be deemed to be a part of the clauses of the Contract or be taken into consideration in
the interpretation of this Contract.
1.2.15 A reference to a statute, ordinance, code or other law includes regulations and other instruments
under it and consolidations, amendments, re-enactments or replacements of any of them;
2 SCOPE AND COMMENCEMENT OF WORKS
2.1 Scope
(a) This Contract shall become effective from and binding on the Parties on the Effective Date.

(b) Subject to the terms of this Contract and the conditions precedent specified in Clause 2.2
("Conditions Precedent"), the scope of Works/Services to be performed by the Contractor
under and in accordance with the provisions of this Contract shall include:
(i) complete installation, Commissioning, testing and detailed engineering works as

specified in Annexure 1 (Scope of Works/Services and Supply) in accordance with the
timelines and the schedule set out in Annexure 2 (Implementation Schedule);
(ii) procurement, inspection and testing the Goods, in accordance with the Technical
Specifications and the Quality Assurance Plan;
(iii) delivery to the Owner of the Goods against receipt of the relevant Milestone
Payment, in accordance with the terms of this Contract and conforming to the
Technical Specifications, within the Delivery Schedule; and
(iv) carrying out its warranty obligations under this Contract.
2.2 Conditions Precedent
(a) Within 30 (thirty) days of the Effective Date, the Contractor shall ensure that it satisfies the
following conditions precedent (unless any of these Conditions Precedent is waived by the
Owner for the purposes of issuing the Notice to Proceed):
i. the Advance Payment Guarantee has been provided by the Contractor to the Owner;
ii. satisfactory evidence that the insurances for which it is responsible under this Contract
have been affected;
iii. the Contractor has provided a certified copy of its constitutional documents to the
Owner;
iv. a certified copy of the board resolutions of the Contractor, authorising the performance of
the Works, the Supply and execution of the Project Documents along with specifying
relevant persons authorised to execute the Project Documents has been provided to the
Owner;
v. specimen signatures of the persons authorised to sign the board resolutions specified
above;
vi. latest audited financial statements of the Contractor; and
(b) On and from the date specified in the Notice to Proceed, or such earlier date as the Owner
may specify, the Owner shall give the Contractor the right of access to, and possession of,
those parts of the Site which are necessary for carrying out the Works. The Contractor
acknowledges and agrees that such right and possession may not be exclusive to the
Contractor. If, under this Contract, the Owner is required to give (to the Contractor)
possession of any foundation, structure, plant or means of access, then the Owner shall do so
in the time and manner stated in the Owner's requirements. However, the Owner may
withhold any such right or possession until the Advance Payment Guarantee has been
received.

(c) On fulfilment (or waiver) of the Conditions Precedent specified in paragraph (a) above to the
satisfaction of the Owner, the Owner shall issue a notice to proceed to the Contractor
requiring the Contractor to commence performance of its obligations under this Contract
(“Notice to Proceed”).
(d) Immediately after the NTP Date, the Contractor shall commence the Supply in accordance
with the Technical Specifications and the Delivery Schedule and the performance of the Works
in accordance with the Technical Specifications, Implementation Schedule and the provisions
of this Contract.
2.3 Performance Security
(a) The Contractor shall obtain (at its cost) and maintain, a Performance Security for guaranteeing
the proper and timely performance of Works/Services and its other obligations under this
Contract, for an amount of INR 2,40,532 whether in the form of a performance bank guarantee
(the “PBG”) or post-dated cheques (the “PDC”) as further specified in paragraph (c) below
(together the “Performance Security”).
(b) The Contractor shall deliver the Performance Security to the Owner on the Takeover Date and
this Performance Security will be valid for 14 months from the Takeover Date. The
Performance Security shall be issued by a scheduled commercial bank approved by the
Owner, and in the form approved by the Owner. If any issuing bank, subsequently, is unable
to pay its debts or is liable to be wound up by a court of competent jurisdiction, enters into a
composition or arrangement with its creditors or a moratorium is declared in respect of any of
its indebtedness, goes into liquidation or is subject to an administration order or if an
administrator, administrative receiver or receiver is appointed over the whole or a substantial
part of the property, assets or undertaking of the issuing bank, or any equivalent or analogous
event occurs, (a "Credit Downgrade Event"), then the Contractor shall, promptly and in any
event within 10 (ten) days following the date of the Credit Downgrade Event, deliver to the
Owner a duly executed replacement Performance Security that meets the requirements of this
Contract.
(c) After the first year, the PBG shall be returned to the Contractor only if the generation equals or
exceeds Generation Guarantee for First Year (as per Annexure 4) or if the Performance Ratio
equals or exceeds Performance Ratio Guarantee for First Year (as per Annexure 4) together
(“Performance Guarantee for First Year”) at the end of the first year after the Takeover Date.
In such a case, the Contractor shall issue the PDC for the same amount as the Performance
Security which shall be valid for the second year after the Takeover Date.
In case Contractor does not meet Performance Guarantee for First Year, Contractor shall:
(i) compensate the Owner within 30 days for lower of Generation Guarantee for First
Year and Performance Ratio Guarantee for First Year; and
(ii) the PBG shall be extended or a new PBG shall be issued by the Contractor for the
second year.

(d) Contractor shall compensate Owner at the end of the second year if generation falls below
Generation Guarantee for Second Year (as per Annexure 4) or if the Performance Ratio falls
below Performance Ratio Guarantee for Second Year (as per Annexure 4) together
(“Performance Guarantee for Second Year”). In case Contractor does not compensate Owner
within 30 days from the end of second year, Owner may invoke Payment Security to
compensate for lower of Generation Guarantee for Second Year and Performance Ratio
Guarantee for Second Year. Owner shall return the Performance Security at the end of second
year if Contractor is able to meet Performance Guarantee for Second Year.
(e) Upon any increase in the Contract Price, the Owner may request, and the Contractor shall,
within 14 (fourteen) days thereafter provide, an increase in the amount of the Performance
Security such that it remains at a value not less than the specified percentage of the Contract
Price. In case Contractor observes or performs all the terms, conditions or provisions of this
Contract, Owner shall return the PBG to the Contractor at the end of first year and Supplier
shall provide Performance Security in the form of PDC for the Second year’ generation & PR
nos.
(f) All costs associated with providing and maintaining the Performance Security shall be borne
by the Contractor.
(g) The Owner shall release the Performance Security when:
(a) Two years from Takeover or the Operation & Maintenance contract expires whichever is
earlier; and
(b) the Contractor has complied with all its obligations under this Contract.
(h) The Owner shall be entitled to draw down the full outstanding amount of any Performance
Security:
(i) at any time if the Contractor has failed to observe or perform any of the terms, conditions
or provisions of this Contract;
(ii) upon occurrence of the Contractor default under Clause 27;
(iii) on or after the date which is 30 (thirty) days prior to the scheduled expiration of such
Performance Security, if on such date the Owner is not yet obliged under the Contract to
release such Performance Security, but the Contractor has not provided a replacement
Performance Security conforming to the terms of this Contract.
3 SUPPLY OF GOODS
3.1 The Contractor shall ensure that the workmanship of the Goods is in accordance with Good
Engineering Practices and as per the Quality Assurance Plan as well as the settled technical term
sheet as provided herein Annexure 1, and shall ensure that:
3.11 the Goods conform to the Technical Specifications; and
3.12 the Goods are delivered at the Site in accordance with the Delivery Schedule so as to
enable the Owner to achieve the Mechanical and Electrical Completion by the Guaranteed
Completion Date.
3.2 The Contractor represents and warrants that the Goods shall be new and non-defective and in a

workable condition and shall not be second hand or re-furbished. Further that, the Goods supplied
by the Contractor or its Subcontractors (as the case may be) shall have a clear and marketable title
and shall be free and clear from all encumbrances and claims, and the Owner shall have free, good,
clear and marketable title to the Goods. The warranty certificate will be in the name of the Owner.
3.3 The Contractor shall monitor the progress of all activities in connection with the delivery of Goods
and shall submit a status report to the Owner every fortnight, commencing on the expiry of the first
fortnight after the NTP Date. The status report shall set out in detail the actual status of,
inspection/testing and delivery of Goods vis-à-vis the Delivery Schedule.
4 DISPATCH NOTICE AND INSPECTION
4.1 The Contractor shall issue a notice to the Owner's Representative 7 (seven) Business Days prior to
dispatch of Goods (“Dispatch Notice”) along with details of the items to be dispatched. The
Contractor shall submit an inspection report covering compliance to design and Project
requirements 3 (three) days prior to the inspection date by the Owner. The Owner’s Representative
may, prior to the date of dispatch of Goods, inspect the Goods at the Contractor’s manufacturing
unit/storage facility in accordance with the Quality Assurance Plan. This inspection will be
completed within five (5) Business Days of Dispatch Notice. The cost of carrying out inspection by
the Owner’s Representative shall be borne by the Owner and the Contractor shall provide
reasonable assistance for completion of such inspection. If any defects are noticed in any Goods
during the inspection conducted by the Owner's Representative, vis-à-vis the Technical
Specifications of such Goods, then the same shall be rectified by the Contractor, at its sole cost,
before shipment and the process set out in this Clause vis-à-vis inspection shall be repeated in
relation to such rectified Goods, prior to the dispatch of Goods, until the defects are rectified to the
satisfaction of the Owner.
4.2 Upon dispatch of the Goods from the Contractor’s manufacturing unit/storage facility, the
Contractor shall notify the Owner regarding such dispatch along with requisite proof of dispatch of
such Goods.
4.3 The transit and on-site insurance of the Goods shall be covered by the Contractor.
5 DELIVERY OF GOODS AT THE SITE

5.1 The Owner shall ensure that the Owner's Representative is present at the Site when the Contractor
delivers the Goods.
5.2 The Contractor shall hand over the Goods at a place designated by the Owner at the Site (“Delivery
Point”) in the presence of the Owner’s Representative.
5.3 The Owner’s Representative shall inspect and verify that all the Goods detailed in the dispatch
certificate have been delivered by the Contractor at the Delivery Point, within 3 (three) Business
Days of delivery of the Goods at the Delivery Point. The Owner's Representative shall record the
acceptance of delivery of the Goods by executing and issuing an acceptance certificate to the
Contractor, stating that the Goods have been Supplied in a good condition, in conformity with the
Technical Specifications and are acceptable to the Owner.
5.4 The Contractor acknowledges that the Owner's right to inspect the Goods at the Contractor’s
manufacturing unit/storage facility or the Site shall: (i) be without prejudice to the Owner's other

rights under this Contract; and (ii) not relieve the Contractor of its obligations, including but not
limited to, timely completion of Supply and Works, rectification of defects etc., as per the provisions
of this Contract.
6 TRANSFER OF RISK AND TITLE

6.1 Each item of Goods shall become the property of the Owner, free from Liens and other
encumbrances upon delivery of the Goods at the Delivery Point.
6.2 Where, prior to the delivery of Goods at the Delivery Point, the title to the Goods passes to the
Owner, the Contractor shall ensure that such Goods are set aside and marked as the Owner's
property in a manner reasonably required by the Owner. Until the Goods have been so set aside and
marked, the Owner shall be entitled to withhold any interim payment to which the Contractor
might otherwise be entitled.
6.3 Despite the transfer of ownership of any Goods, the responsibility of care and custody together with
the risk of loss or damage to such Goods shall remain with the Contractor until the Owner has
issued (or is deemed to have issued) the Takeover Certificate in accordance with the provisions of
this Contract. The Contractor shall ensure safe and OEM recommended storage, handling and
construction guidelines. Any damage to the Goods will be replaced by the Contractor without any
cost to the Owner and ensuring the warranties are covered for the replacements.
7 PERFORMANCE OF THE WORKS/SERVICES

7.1 The Contractor shall ensure that the performance of Works is carried out in accordance with Good
Engineering Practices and the Implementation Schedule, and shall ensure that:
7.1.1 the Works conform to the Technical Specifications; and
7.1.2 the Works are carried out at the Site in such a manner that the Project is Commissioned on
or before the Guaranteed Completion Date.
7.2 The Contractor represents and warrants to the Owner that the Works shall be new and non-
defective and in a workable condition and shall not be second hand or re-furbished. Further, the
Contractor also represents and warrants to the Owner that the Works shall be free and clear from
all Liens, and the Owner shall have free, good, clear and marketable title over the Works.
7.3 The Contractor shall monitor the progress of all activities in connection with performance of the
Works and shall submit a Progress Report to the Owner every fortnight, commencing on the expiry
of the first fortnight from the NTP Date. The Progress Report shall set out in detail the actual status
of performance of Works vis-à-vis the Implementation Schedule.
8 COMMISSIONING OF THE PROJECT

8.1 Commissioning
The Contractor shall notify the Owner in writing, at least 7 (seven) days prior to the date on which
the Commissioning Activities are proposed to be undertaken. The Owner shall, within 3 (three)
days of receiving such notice, give its consent for the Commissioning Activities. The Owner

(through its representative) may be present on the date on which the Commissioning Activities are
proposed to be undertaken.
8.1.1 Upon satisfactory completion by the Contractor of the conditions provided below in this Clause
8.1.1, which shall be certified in writing by the Contractor (“Contractor Commissioning
Confirmation”), the Contractor may, within 5 (five) days of Commissioning of the Project, request
the Owner to issue a confirmation of Commissioning in the form of a certificate (“Commissioning
Certificate”). The Owner shall, upon the request of the Contractor (and receipt of the Contractor
Commissioning Confirmation), issue such Commissioning Certificate within 7 (seven) days after
the receipt of the Contractor Commissioning Confirmation, provided that, each of the following
conditions shall have been fulfilled to the reasonable satisfaction of the Owner, unless otherwise
waived by the Owner:
(a) Pre-commissioning Tests have been completed to the satisfaction of the Owner;
(b) Commissioning Activities have been completed; and
(c) the Contractor has, on or before the completion of the Commissioning Activities, obtained
all the relevant Contractor Approvals for the operation of the Project, which are required to
be obtained by the Contractor, and provided the Owner with the originals of the same.
The Owner shall, while issuing the Commissioning Certificate, mention therein the date on which
the conditions set out in Clause 8.1.1 above were successfully met.
The date stated for Commissioning in the Commissioning Certificate shall be, for all purposes
under this Contract, the date on which Commissioning has been achieved as per terms of this
Contract and shall be referred to as the “Commissioning Date”.
8.1.2 In the event:
(a) the Offtaker is unable to provide the connection to the respective points of the LT panels in
each building of the Site in order to evacuate electricity; or
(b) the Owner has failed to issue the Commissioning Certificate within 7 (seven) days from the
date of receipt of the Contractor Commissioning Confirmation despite completion of the
conditions specified under Clause 8.1.1 above,
then the Project shall be deemed to have been Commissioned and achieved the requisite Milestone.
8.2 Testing
The following shall apply to all Pre-Commissioning Tests, Tests for Takeover and Performance
Tests carried out under and in accordance with the terms of this Contract:
8.2.1 The Contractor shall provide all apparatus, assistance, Documents and other information,
electricity, equipment, fuel, consumables, instruments, labour, materials, and suitably qualified
and experienced staff, as are necessary to carry out the specified tests efficiently. To the extent not
already set out in Annexure 1 PART F (Performance Tests) or Annexure 1 PART I (Pre-
Commissioning Tests and Tests for Takeover) and specified under Applicable Law, the Parties shall

agree on the time and place for the specified testing of the Project, any Materials and other parts of
the Works.
8.2.2 The Owner may vary the location or the details of specified tests or instruct the Contractor to carry
out additional tests as agreed between the Parties. If these varied or additional tests show that the
tested Project, Materials or workmanship is not in accordance with this Contract, the cost of
carrying out this change shall be borne by the Contractor, notwithstanding other provisions of this
Clause and this Contract.
8.2.3 The Owner shall give the Contractor not less than 7 (seven) Business Days' notice of the Owner's
intention to attend the tests. If the Owner does not attend at the time and place agreed by the
Parties, the Contractor may proceed with the tests, and the tests shall then be deemed to have been
conducted in the Owner's presence.
8.2.4 If the Contractor suffers delay and/or incurs Cost from complying with these instructions, the
Contractor shall give notice to the Owner and shall be entitled, subject to Clause 29 (Contract Price
Proportion) to:
(a) an extension of time for any such delay, if Mechanical and Electrical Completion is or will be
delayed, and
(b) payment of any such Cost, which shall be added to the Contract Price.
8.3 After receiving this notice, the Owner shall proceed in accordance with Clause 29 (Contract Price
Proportion) to determine, or agree or determine, these matters.
8.4 The Contractor shall promptly forward to the Owner duly certified reports of the tests carried out in
accordance with the provisions of this Contract. When the specified tests have been passed, the
Owner shall endorse the Contractor's test certificate, or issue a certificate to the Contractor, to that
effect. If the Owner has not attended the tests, it shall be deemed to have accepted the readings as
accurate.
8.5 If, as a result of an examination, inspection, measurement or testing, any Materials, design or
workmanship is found to be defective or otherwise not in accordance with the Contract, the Owner
may reject such Materials, design or workmanship by giving a notice to the Contractor, with
reasons. The Contractor shall then, at its own cost, promptly make good the defect and ensure that
the rejected item complies with the Contract.
8.6 If the Owner requires such Materials, design or workmanship to be retested, the tests shall be
repeated under the same terms and conditions. If the rejection and retesting cause the Owner to
incur additional costs, then the Contractor shall pay these costs to the Owner.
8.7 Remedial Work
8.7.1 Notwithstanding any previous test or certification, the Owner may instruct the Contractor to:
(a) remove from the Site and replace any Goods which are not in accordance with the
requirements of this Contract,

(b) remove and re-execute any other work which is not in accordance with the requirements of
this Contract, and
(c) execute any work, which is urgently required for the safety of the Works, whether because of
an accident, unforeseeable event or otherwise.
8.7.2 If the Contractor fails to comply with any such instruction, the Owner shall be entitled to employ
and pay any third party to carry out the work. Except to the extent that the Contractor would have
been entitled to payment for the work, the Contractor shall pay to the Owner all costs arising from
such failure. The Contractor acknowledges and agrees that the performance of remedial work by
other persons shall not, to the extent such work is carried out in accordance with Good Engineering
Practices, affect the Performance Guarantees or Contractor's further liability for defective works.
9 TESTS FOR TAKEOVER
The Contractor shall be fully responsible for the performance of the Tests for Takeover, within 15
(fifteen) days of Commissioning in the presence of the Owner and/or Owner’s Representative.
9.1 Completion Checks
Prior to the performance of the Tests for Takeover, each of the major components and Materials of
the Project shall be individually checked by the Contractor in the presence of the Owner’s
Representative for proper Mechanical and Electrical Completion, assembly, internal and external
cleanliness and operability and in particular, the Contractor shall verify, inter alia, that (the following
specified as the “Completion Checks”):
a) the mechanical and electrical internal connections and interconnections up to the point
of connection, have been completed and the effectiveness thereof has been verified;
b) the facilities and installations comply with Applicable Law;
c) the monitoring instruments and devices have been tested and calibrated;
d) the safety devices, protection devices have been tested and they operate in accordance with
the Technical Specifications;
e) the Site has been cleaned and all construction Materials and temporary facilities have been
removed; and
f) all inspections required by the relevant Government Authorities have been performed.
The Completion Checks referred to above shall be completed within 10 (ten) days of the
Commissioning Date.
In addition, the Punch List items (if any) shall be prepared by the Owner/Owner’s Representative.
The Contractor undertakes to complete and rectify (as applicable) the Punch List items within a
period of 30 (thirty) days from the date of completion of the Completion Checks.
Once all the Completion Checks have been performed with satisfactory results, the Contractor shall
within 5 (five) days, issue a notice that specifies completion of construction of the Project in
accordance with the Technical Specifications and this Clause (“Notice of Completion”). The Owner
shall, within 10 (ten) days after the receipt of Contractor’s Notice of Completion, either: (a) accept
such certificate; or (b) give conditional acceptance along with reasons, where appropriate and specify
the minor modification/repair work required to be undertaken by the Contractor to enable the

conditions to be met; or (c) reject the certificate giving the reasons, where appropriate and specifying
the modification/repair work required to be undertaken by the Contractor to enable the conditions
set out in this Clause to be met and the Notice of Completion to be accepted.
If the Owner does not respond within 10 (ten) days of receipt of the Contractor’s request for Notice
of Completion, the Notice of Completion issued by the Contractor shall be deemed to be accepted by
the Owner.
9.2 Takeover
9.2.1 Tests for Takeover
a) Within 15 (fifteen) days immediately following the Owner’s acceptance or deemed

acceptance of the Notice of Completion and with at least 5 (five) days prior Written
Notice by the Contractor to the Owner and subject to the Project being connected to the
approved evacuation point by the Owner, the Owner and the Contractor shall proceed to
perform the Tests for Takeover.
b) In the event that the Tests for Takeover have not been passed in accordance with
Annexure 1 PART I (Pre-Commissioning Tests and Tests for Takeover) of this Contract
because the Works have not been completed in accordance with the Technical
Specifications, the Owner shall inform the Contractor in writing of the defects observed
within 7 (seven) days of such observation, specifying in reasonable detail the nature of
the defects. The Contractor must remedy such defects within 15 (fifteen) days of receiving
the Owner’s notice specifying the nature of such defects. During this time period, if
required, the Parties shall meet regularly (and as required by the Owner) in order to carry
out the inspections or tests to confirm that the relevant corrections have been effectively
performed and the Tests for Takeover have been successfully completed.
c) If the first Test for Takeover is unsuccessful, immediately after remedy of defects, a
second Test for Takeover shall be performed by the Contractor in the presence of
Owner/Owner's representative and if the outcome of this second Test for Takeover is
also negative or has not been passed successfully, then the Owner shall have the right to
reject the Works carried out by the Contractor and recover first Milestone Payment and
any other amounts which have been paid to the Contractor till such date.
d) All Contractor Costs, due to Tests for Takeover not being accepted in accordance with
this Contract, on repairs or variations to achieve a positive Test for Takeover or for the
repetition of the Tests for Takeover shall be borne by the Contractor.
e) The Contractor shall, within 5 (five) days of successful completion of Tests for Takeover,
prepare and deliver a report containing the measurements, calculations and results
obtained by the companies and entities that participated in such measurements,
calculations and results and shall verify whether the implementation of the Works
complies with Technical Specifications and the terms and conditions set out in this
Contract (“Contractor’s Report”).

The Contractor may, by Written Notice to the Owner, including a written certification by the
Contractor as to the reasonable satisfaction of each of the following conditions as evidenced by a
Contractor’s Report, request Owner to issue an acceptance of the Works (“Takeover Certificate”),
provided that each of the conditions for Mechanical and Electrical Completion have been fulfilled
to the reasonable satisfaction of the Owner, unless waived by the Owner.
9.2.2 The Owner shall, assuming it accepts that all conditions of Mechanical and Electrical Completion
have been achieved, within 5 (five) days after receipt of the Contractor’s Report, issue a Takeover
Certificate stating the date on which the conditions for Mechanical and Electrical Completion
were successfully met.
9.2.3 The date stated for Takeover in the Takeover Certificate shall be, for all purposes under this
Contract, the Takeover Date as per the terms of this Contract.
9.2.4 The Takeover Certificate shall be issued by the Owner, in duplicate and shall confirm that all
contractual obligations of the Parties have been fulfilled and that the Owner has finally accepted
the Project.
9.3 Consequences of Takeover
Without prejudice to other provisions in this Contract, on the Takeover Date:
(a) the Contractor’s risk transfers from the Contractor to the Owner; and
(b) the Contractor shall remove its tool tackles, remaining construction material etc. from the
Site.
10 RISK
10.1 The title in the Works shall pass to the Owner upon invoicing as per Annexure 3 (Milestone
Payment Schedule). The Contractor shall continue to bear the risk in the Works until Takeover of
the Works, at which time, the responsibility for the care and protection of, and risk in the Works
shall pass to the Owner for the purposes of this Contract.
10.2 If any Loss or damage occurs to the Works during the Warranty Period, when the Contractor is
responsible for their care, then the Contractor shall, subject to the exceptions provided in Clause
15.4, rectify the loss or damage to the Works at its own cost, so that the Works comply with the
Technical Specifications.
11 REPRESENTATIVES
11.1 Owner’s Representative
(a) The Owner shall, within 7 (seven) Business Days of the Effective Date, notify the Contractor in
writing of the appointment of an individual or entity that shall operate as its representative
(“Owner’s Representative”) along with the name, designation and contact details of the Owner’s
Representative.
(b) The Owner’s Representative shall have the authority to, including but not limited to, act in the
name and on behalf of the Owner and issue or receive notices, instructions, certificates and take

decisions on behalf of the Owner in all matters related to this Contract, except in relation to
termination of this Contract.
(c) The Owner may change the Owner’s Representative with at least five (5) Business Days’ prior
written intimation to the Contractor.
11.2 Contractor’s Representative
(a) The Contractor shall, within 7 (seven) Business Days of the Effective Date, notify the Owner
in writing of the appointment of an individual or entity that shall operate as its
representative (“Contractor’s Representative”) along with the name, designation and
contact details of the Contractor’s Representative.
(b) The Contractor’s Representative shall have the authority to, including but not limited to, act
in the name and on behalf of the Contractor and issue or receive notices, instructions,
certificates and take decisions on behalf of the Contractor in all matters related to the
Contract, except in relation to termination of this Contract.
(c) The Contractor may change the Contractor’s Representative with at least five (5) Business
Days’ prior written intimation to the Owner.
12 COMMUNICATION BETWEEN PARTIES

12.1 Any notice, certificate, request, consent, report issued by or other communication between the
Contractor, the Owner, the Owner’s Representative and Contractor’s Representative must be made
in writing, in English, and shall be valid and effective only if:
12.11 issued by a duly authorised representative of the Owner or the Contractor (as the case
may be);
12.12 if delivered by hand, upon delivery to the representative of the relevant Party and
issuance of written acknowledgement of receipt of the same by such representative;
12.13 if delivered by registered mail or by a recognized overnight courier, at the time of
delivery;
12.14 if delivered by electronic mail, at the time the electronic mail is received by other Party;
and
12.2 Contractor shall comply with terms of the Contract unless it is specifically received in written form
from the Owner. It is clarified that, the Owner’s Representative and the Contractor’s
Representative shall be the sole point of contact for the respective Parties.
12.3 All communication for the purposes of this Contract shall be delivered at the following address:
If to the Owner:
Attention: Mr. Nitin Saxena

Address: Innov8 Co-Working, 2nd Floor, Property No. 44, Above Madame Tussauds, Regal
Building, Connaught Place, New Delhi – 110001
Email: Nitin.Saxena@Berkeley-Energy.com

If to the Contractor:
Attention: Mr. Rahul Dasari

Address: A-302 GO Square Wakad-Hinjewadi Road, Wakad, Pune 411057
Tel: 08698000994
Email: rahul@sunshot.in
13 GENERAL OBLIGATIONS OF THE CONTRACTOR
13.1 The Supply of Goods and the performance of Works by the Contractor at the Site shall be in
accordance with the respective Technical Specifications and the provisions of this Contract.
13.2 The Contractor shall ensure that the packaging and transportation of the Goods is appropriate so
as to ensure that no damage may occur during loading, transportation, unloading storage and
shifting to the Delivery Point. Any damage caused to the Goods prior to delivery at Delivery Point
shall be rectified by the Contractor, at its sole cost.
13.3 The Contractor shall provide to the Owner, all Documents that are necessary or incidental to the
Goods supplied, including technical specification sheets, applicable test reports, installation
manuals, and operation and maintenance manuals. Provided that the intellectual property
contained in the Documents shall, at all times, remain with the Contractor or the OEM and shall
not be construed to be transferred to the Owner.
13.4 The Owner shall be entitled to review and approve the design of the civil works, electrical works
and any interfacing works during the following design stages:
(a) Preliminary Design;
(b) Detailed Design.
13.5 The Contractor shall issue the preliminary and detailed design packages to the Owner for review
and allow seven (7) days for the Owner to respond, after which time the Owner shall either accept
or reject the design. The Contractor shall address any reasonable design related queries from the
Owner in relation to safety and quality.
13.6 The Contractor shall erect, execute and complete the Works and perform its other obligations in
accordance with this Contract, and shall remedy any defect brought to the Written Notice of the
Contractor at the very first opportunity, when the Owner comes to know the defect, in the Works
prior to the Takeover Date and thereafter during the Warranty Period. When completed, the
Project shall be capable of generating electricity in accordance with this Contract and meeting the
Guaranteed Performance Ratio.
13.7 All designs, drawings, specifications, data, computer printouts, documents, reports, studies,
Manuals, programs, analyses and all other items produced by the Contractor or its Sub-contractors
in the performance of the Works or the Supply, which do not constitute the Documents and for
which no specific licenses are required to be obtained prior to delivery/use by third parties, shall
become and remain the property of the Owner and the Contractor shall deliver the same (properly
sorted and indexed) to the Owner upon termination of this Contract.

13.8 The Contractor shall, to the extent reasonably possible, co-ordinate and co-operate with the other
consultants, contractors that may have been engaged by the Owner for Commissioning of the
Project or the Lender’s Engineer.
13.9 The Contractor shall also be responsible for making available requisite skilled personnel at Site, for
the performance of its obligations under this Contract.
13.10 During the Term of this Contract, the Contractor shall keep a written record of all payments
received towards the performance of the Supply or the Works.
13.11 The Contractor shall be responsible for the safety and insurance of the Goods till their delivery at
the Delivery Point and shall obtain and maintain the insurances as below, all the insurance policies
shall be assigned to the Owner or its lenders:
(i) marine/transit insurance from the Contractor's place of manufacturing or the OEM’s
place of manufacturing to the Delivery Point;
(ii) damages during loading and unloading shall be covered under insurance policy;
(iii) the Contractor shall procure and maintain all necessary insurance covers for its
employees/ representatives or any other persons that the Contractor may engage for
performance of the contractual obligations including (but not limited to):
(a) Marine insurance;
(b) Erection All Risk insurance;
(c) Workmen Compensation
as further detailed in Annexure 1 PART J (Required Insurances).
The Contractor shall be responsible for the safety and insurance of the Works till the Takeover Date
and shall obtain and maintain all the insurances, including but not limited to storage, erection all
risk in relation to the Works, third party liability insurance, employee compensation as further
detailed in Annexure 1 PART J (Required Insurances). The Contractor shall be responsible for any
insurance claims lodged/realized up to the Takeover Date.
13.12 Compliance with Applicable Laws
(a) The Contractor shall ensure that it obtains and maintains the requisite Contractor Approvals
as set out in Annexure 1 PART K (Contractor Approvals), required for the performance of its
obligations under this Contract.
(b) The Contractor shall, while performing the obligations under this Contract, comply with and
ensure that all its personnel comply with Applicable Laws.
(c) The Contractor shall be responsible for obtaining all relevant tax clearances and/or
exemptions for the Works based on those available to the Owner pursuant to any scheme or

policy of any Governmental Authority for roof top solar power projects in India.
13.13 AML/CFT and Business Ethics
(a) The Contractor must and must ensure that each member of Contractor and/or Subcontractor
complies at all times with:
(i) Applicable AML/CFT requirements and institutes, maintains and complies with
appropriate policies, procedures and controls that are in compliance with applicable
AML/CFT requirements and in furtherance of international best practice for
prevention of AML/CFT; and
(ii) the prevention of corruption requirements as per ESG norms under Applicable
Laws.
(b) The Contractor shall indemnify and keep indemnified and must hold harmless the Owner
from any cost, expense, loss or damage, action, claim, proceeding or liability whatsoever
suffered or incurred by the Owner as a consequence (direct or indirect) of, or in connection
with, any failure by the Contractor to exercise due care and diligence in the observance of
the requirements of this Clause 13.13.
14 GENERAL OBLIGATIONS OF THE OWNER

14.1 The Owner shall be responsible for obtaining and maintaining the Applicable Permits relevant to
the Owner, required for the Project and for the performance of the Owner’s obligations under this
Contract, including in relation to Owner’s applications for any Applicable Permits to be provided
by the Owner as required under Applicable Law in relation to the Project and interfacing with the
appropriate Government Authorities.
14.2 Owner shall make all payments to the Contractor under this Contract in accordance with, and
within the timelines specified in Annexure 3 (Milestone Payment Schedule) and other terms of the
Contract.
14.3 The Owner shall promptly provide such assistance to the Contractor as may be required by the
Contractor from time to time, specifically in relation to obtaining Contractor Approvals for
performance of the Contractor’s obligations under the Contract. In the event that the Contractor
requires any authorisation(s) to be issued in favour of the Contractor, the Owner shall promptly
issue such authorisations and in any event within 10 (ten) Business Days of a request being placed
by the Contractor in that regard. However, Owner's failure to provide assistance to the Contractor
in obtaining any Contractor Approvals shall not absolve the Contractor from its obligation to
obtain and maintain such Contractor Approvals in accordance with the terms of this Contract.
14.4 All Approvals in relation to performance of Works and other Approvals required to be given by
the Owner and/or Owner’s Representative with respect to this Contract should not be
unreasonably withheld and must be provided within the timelines specified under this Contract, so
as to ensure that the performance of Works and Commissioning of the Project is not delayed due to
non-availability of such Approvals.
14.5 The Owner shall furnish all documents required by the Contractor for obtaining Tax/duty
exemption certificates for all the Works performed under this Contract, under any schemes or
policy of any Government Authority in relation to roof top solar power projects in India, at least

seven (7) days from the request from Contractor to ensure that the performance of Works is not
delayed due to non-availability of such documents.
14.6 The Owner shall ensure that its personnel co-operate with and provide such assistance to the
Contractor that the Contractor may require from time to time.
14.7 Access to the Site:
a) The Contractor shall obtain necessary permissions for personnel to provide access to the Site
for carrying out its obligations, which the Contractor may require, including those for
storage at the Site, such that the Contractor is able to commence Supply as per the Delivery
Schedule. The Contractor shall provide necessary documents to enable obtaining such
permissions. The Owner will extend support for access to the site.
b) The Owner shall provide clear, unhindered, free access to the Site to the Contractor for
Supply of Goods.
c) The Owner shall provide adequate space for storing the material relevant for the Works till
the Commissioning Date.
15 WORKS WARRANTIES
15.1 The Contractor warrants to the Owner the implementation of the Project in accordance with the
provisions of this Contract including, without limitation, as specified in the following paragraphs:
(i) The Contractor warrants that all the Works performed by the Contractor and the
Subcontractors, including inspections performed by the Contractor and the
Subcontractors under this Contract, shall be of a good and workmanlike quality,
adequate and sufficient for the purpose intended, in conformity with the Technical
Specifications and other terms of this Contract and free from defects.
(ii) The fabrication, construction and installation of the Project shall be in accordance with
the Documents prepared in accordance with the Technical Specifications and all
workmanship of the Contractor and Subcontractors shall be in full conformity with the
requirements of this Contract and free from defects.
15.2 Warranties
(a) The Contractor warrants to the Owner the Mechanical and Electrical Completion of the
Project on the Guaranteed Completion Date, subject to Clause 21 (Delay and Extension of
Time).
(b) Prior to the Takeover Date and during the Warranty Period, all repairs and maintenance
arising on account of any defect in the Works, including any Latent Defects in any
materials or workmanship comprising the Works (excluding damages caused due to
lightning, over voltage outside the design limits of the protection system, normal wear

and tear or Force Majeure) shall be taken up by the Contractor, at no cost to the Owner. If
the defect is such that it cannot be remedied at the Site, the Contractor may, with prior
notice to the Owner, remove from the Site for the purpose of repair, any Goods and/or
Works or part thereof which is defective, at the cost and risk of the Contractor and the
Contractor shall cure such defect and refit such Goods and/or Works or part thereof at
the Site.
15.3 In cases where the defect is caused to the Works due to:
(a) the opening of the Works by the Owner’s Representative or Owner’s personnel or any third
party acting on the instruction of the Owner or the Owner’s Representative, in the absence of
the Contractor’s authorised representative or without the prior written approval of the
Contractor; or
(b) wilful misconduct of the Owner’s personnel at the Site that directly causes the defect, which
conduct is not caused due to an act or omission of the Contractor; or
(c) the Owner or Owner’s Representative or other contractors operating the Project in
contravention of the Documents issued by the Contractor,
then the aforementioned warranty obligations of the Contractor shall not be applicable during the
Warranty Period and the Contractor shall rectify the defect, at the cost of the Owner.
15.4 The Owner acknowledges that the Contractor’s warranties under this Contract do not cover defects
caused by normal wear and tear, the replacement of which is expected in the normal maintenance
of the Works, nor does it cover any damage caused to such Works by the Owner’s employees or its
representatives.
15.5 The warranties set forth in this Clause are all inclusive warranties and no other warranties of any
nature, whether written, oral, or implied are being made by the Contractor.
15.6 The Contractor acknowledges and agrees that the Works that are replaced (the “Replaced Works”)
shall become the property of the Owner and the Warranty Period will be deemed to be the longer
of the following two periods (the “Extended Warranty Period”):
(a) the period remaining in the Warranty Period; and

(b) the period of one (1) year from the completion of the Replaced Work within the Warranty
Period,
provided that, in the case of Goods, the Extended Warranty Period will not last longer than the
applicable OEM Warranty in effect for those Goods, as specified in Annexure 4 (Warranties and
Guarantees).
15.7 The Owner acknowledges and agrees that the defective or damaged Works, once replaced by new
Works, shall become the property of the Contractor.
15.8 The warranties set forth in this Clause 15 are subject to payment of full amounts due and payable

being received by the Contractor as per the terms of this Contract.
16 REPRESENTATION AND WARRANTIES
16.1 Each Party represents and warrants to the other Party that:
(a) it is duly incorporated/established and is validly existing under the Applicable Laws and
has full authority and power to enter into this Contract and perform its obligations
hereunder;
(b) the persons signing the Contract on its behalf have been duly authorised to sign the
Contract;
(c) it has no reason to expect any imminent threats to its business and financial position,
including but not limited to, loss of financing, lawsuits or other legal action that may have
a material adverse impact on its capacity to perform its obligations under this Contract;
(d) it has and shall keep in force during the Term of the Contract, all the Approvals required
for performing its respective obligations under this Contract;
(e) it, is not in liquidation or subject to an, administration order and no administrator,
administrative receiver or receiver has been appointed over the whole or a substantial part
of its property, assets or undertaking and no equivalent or analogous event has occurred;
and
(f) the entry into and performance of the Contract by it is in its commercial interest and to its
corporate benefit and the competent corporate bodies have assessed and satisfied
themselves as to the existence of such corporate benefit.
16.2 The Contractor represents that it has the requisite experience, expertise, resources, capacity and
skills for undertaking and performing its obligations under this Contract, including without
limitation, the performance of Works in the time and manner set out in this Contract.
16.3 The Owner represents and warrants that it has taken legal consent from the Offtaker to use the
premises for installation of roof top solar project and Site is free from all encroachments,
encumbrances, thoroughfares and third party rights, and that the Owner is fully entitled to
develop the Project on the Site as per power purchase agreement executed by the Owner with the
Offtaker.
16.4 The Owner represents and warrants that all the information and/or documentation related to the
Project and the Site, the Works specifications and other information furnished to the Contractor for
the performance of its obligations in accordance with the provisions of this Contract, is true,
accurate and not misleading.
17 EQUIPMENT WARRANTIES
17.1 The Contractor warrants that the Goods shall:
(a) conform to the Technical Specifications; and

(b) be free from defects.
17.2 During the Warranty Period, all repairs, replacements and maintenance arising on account of any
defect in the Goods (excluding the damages caused due to normal wear and tear or Force Majeure),
shall be taken up by the Contractor, at no cost to the Owner, after receipt of written notice of any
claim of OEM Warranty from the Owner. If the defect is such that it cannot be remedied at the Site,
the Contractor may, with prior notice to the Owner, remove from the Site for the purpose of repair,
any Goods or part thereof, which is defective or damaged, at the cost and risk of the Contractor
and the Contractor shall cure such defect and refit such Goods or any part thereof at the Site. Any
delay in repairs and/or replacements by the OEM will not absolve the Contractor from the
performance guarantee covered in this Contract.
17.3 In cases where the defect is caused to the Goods due to:
(a) the opening of the Goods by the Owner’s Representative, Owner’s personnel or any third
party acting on the instruction of the Owner or the Owner’s Representative, in the
absence of the Contractor’s authorised representative or without the prior written
approval of the Contractor; or
(b) wilful misconduct of the Owner’s personnel at the Site that directly causes the defect,
which conduct is not caused due to any act or omission of the Contractor; or
(c) the Owner or Owner’s Representative or the other contractors operating the Goods in
contravention of any of the Documents issued by the Contractor,
then the aforementioned obligations of the Contractor during the Warranty Period shall not be
applicable, and the Contractor shall rectify the defect at the cost of the Owner.
17.4 All OEM Warranties shall, to the extent reasonably possible, automatically be assigned to the
Owner upon transfer of title of the Goods to the Owner in accordance with the Contract.
17.5 OEM Warranty for the Goods procured from the Manufacturers shall be governed by the terms of
the respective warranties as provided by such Manufacturer, as set out in Annexure 4 (Warranties
and Guarantees) of this Contract. The Contractor shall be responsible for any claim arising under the
OEM Warranties only during the respective Warranty Period provided by such Manufacturer,
subject to the Owner providing all the documents to the Contractor to its satisfaction, so as to
enable the Contractor to raise a claim with such Manufacturer. After the Warranty Period, the
Owner shall be responsible for making and realizing all claims under the OEM Warranties
provided by the Manufacturers.
17.6 The Owner acknowledges that the Contractor’s warranties under this Contract do not cover defects
caused by normal wear and tear, the replacement of which is expected in the normal maintenance
of the Goods, nor does it cover any damage caused to such Goods by the Owner’s employees or its
representatives.
17.7 The warranties set forth in this Clause are all inclusive warranties and no other warranties of any

nature, whether written, oral, or implied are made by the Contractor.
17.8 The Contractor acknowledges and agrees that the Goods that are replaced shall become the
property of the Owner. The Owner acknowledges and agrees that the defective or damaged Goods,
once replaced by new Goods, shall become the property of the Contractor.
17.9 The warranties as set forth in this Clause 17 are subject to payment of full amounts due and
payable being received by the Contractor as per agreed terms.
18 CONTRACT PRICE, PAYMENTS AND GUARANTEES
18.1 The Contractor shall provide the guarantees in accordance with the terms set out in Annexure 4
(Warranties and Guarantees).
18.2 In consideration of the performance by the Contractor of its obligations under the Contract, the
Owner shall pay the Contractor the Contract Price, in the form of Milestone Payments in
accordance with Annexure 3 (Milestone Payment Schedule).
18.3 The Contractor shall invoice the Owner in respect of each Milestone Payment within 7 (seven) days
of achieving the corresponding Milestone.
18.4 The Owner will review and confirm any invoice in relation to the achievement of corresponding
Milestone within 3 (three) days of the receipt of the invoice. In case any inconsistency is noted, the
invoice will be sent back to the Contractor for correction giving explicit reasons for any
inconsistency in the submitted invoice. The Contractor shall resubmit the invoice after correcting
the inconsistency noted by the Owner or submit necessary explanation to the Owner, and
thereafter the Owner shall accept the invoice and return the countersigned copy of the invoice to
the Contractor within 3 (three) days of such resubmission or clarification.
18.5 In the event that the Owner does not: (i) revert to the Contractor with any comment on the invoice
received within ten (10) days of the receipt of such an invoice under Clause 18.4; or (ii) submit the
countersigned invoice to the Contractor under Clause 18.4, the invoice will be deemed accepted by
the Owner (“Invoice Acceptance”). All the payments shall be made by an “at par” cheque/
RTGS/Electronic transfer as per instructions of the Contractor within five (5) Business days of any
Invoice Acceptance (“Due Date”).Timely payment as per Annexure 3 (Milestone Payment
Schedule) is the essence of this Contract and it directly impacts execution timeline of this Project.
18.6 If the Contractor does not receive payment of any undisputed amounts under an invoice in
accordance with the terms of this Contract on or the Due Date, then the Contractor will be entitled
to receive simple interest at the rate of 12% per annum, calculated on monthly basis on the
undisputed unpaid amounts during the period of delay from the Due Date till the date of actual
payment ("Default Interest Rate").
18.7 In the event that the Owner disputes any invoice raised by the Contractor and provides to the
Contractor its reasons for doing so in reasonable detail, then the Owner shall be required to pay the
undisputed portion thereof. Any disputed invoice (along with interest) shall be paid, subject to

adjustments, if any, upon resolution of the dispute relating to such invoice in accordance with the
procedure set out in Clause 31 (Dispute Resolution Procedure).
18.8 All payments, including the Contract Price and any other payments for additional works under an
Owner Variation Order, will be paid in compliance with Clause 18.5 and subject to compliance by
the Contractor of all conditions relating to such payments as specified in the Contract.
18.9 The Owner shall be entitled to invoke the Performance Guarantee(s) in the event of any default,
breach, failure, non-performance, delay by or incapacity of the Contractor in relation to its
obligations guaranteed under the Performance Guarantee.
19 TAXES
19.1 The Contract Price is inclusive of all contractor taxes, as applicable on the Effective Date. The
description of the various contractor taxes and their rates included in the Contract Price are set out
in the Annexure 3 (Milestone Payment Schedule & Contract Price).
19.2 The Contractor shall pay all the Contractor Taxes, if any, in accordance with Applicable Laws.
19.3 If any tax exemptions, reductions, allowances or privileges are available to the Contractor at the
location where the Site is located, the Owner shall use all endeavours to enable the Contractor to
benefit from any such tax savings to the maximum allowable extent.
19.4 Income tax, goods & services tax (GST) or other applicable levies and taxes, in consequence of
performance of this Contract or in relation thereto or in connection therewith, for which the onus
of deduction at source or onus of payment is upon the Owner, shall be deducted from the gross
amounts of each invoice submitted by Contractor.
19.5 The Owner shall issue the relevant certificates for tax deduction at source made by the Owner in
the previous financial year in accordance with the Applicable Laws, for the payments made by the
Owner to the Contractor in accordance with the provisions of this Contract, on or by 31 May of the
immediately succeeding financial year.
20 CHANGE IN LAW
20.1 Notwithstanding anything to the contrary provided in this Contract, if any Change in Law after the
Effective Date but before the Guaranteed Completion Date has the effect of:
(i) affecting Contractor's rights and obligations under the Contract; and/or
(ii) imposing new Taxes, cesses, duties (other than personnel taxes and taxes on income) in
relation to the performance of its obligations by the Contractor under this Contract and the
effect of which is not included in the Contract Price or the Milestone Payment, and
increasing the Contractor’s liability for payment on account of taxes, cesses, duties set out in
Annexure 3 (Milestone Payment Schedule) of the Contract; and/or
(iii) revoking or doing away with the taxes, cesses, duties set out in Annexure 3 (Milestone
Payment Schedule) of the Contract, and decreasing the Contractor’s liability for payment on

account of taxes, cesses, duties set out in Annexure 3 (Milestone Payment Schedule) of the
Contract;
then the following provisions shall apply:
(a) if the net effect of the above Change in Law is an increase in the liability of the Contractor
including, without limitation, on account of Taxes, duties, cesses over and above that
indicated in Annexure 3 (Milestone Payment Schedule) of the Contract (after taking into
account any tax credits, exemptions and concessions), then the Owner shall agree to an
adjustment of the Contract Price to reflect such increased liability on the Contractor; or
(b) if the net effect of the above Change in Law is a reduction in liability of the Contractor on
account of taxes, duties, cesses than as set out in Annexure 3 (Milestone Payment Schedule) of
the Contract (after taking into account any tax credits/exemptions/concessions), then the
Contractor shall agree to an adjustment of the Contract Price to reflect such reduced liability
on the Contractor.
20.2 Immediately after the occurrence of such Change in Law as mentioned above, the Contractor or the
Owner (as the case may be) shall promptly inform the other Party and in any event within 7
(seven) days of the Change in Law coming into effect, along with copies of the
notification/circulars/any other documentary evidencing such Change in Law for examination by
the other Party. After the other Party has been made aware of the Change in Law as above, the
Parties shall, by no later than 15 (Fifteen) Business Days of the Change in Law coming into effect,
mutually discuss, agree on the adjustments to be made to the Contract Price and execute an
amendment to the Contract.
21 DELAY AND EXTENSION OF TIME
21.1 In the event that the Supply or the performance of the Works or part thereof gets delayed due to
any of the following causes:
(i) failure of the Owner to fulfil any of its payment or other obligations hereunder or
suspension by the Contractor under Clause 22.3;
(ii) any delay caused by or attributable to the Owner, Owner’s Representative or Owner’s
personnel at the Site;
(iii) any delay caused by or attributable to the Offtaker for which delay has been
acknowledged by Offtaker;’
(iv) failure of the Owner to handover physical possession of the Site to the Contractor on or
prior to the NTP Date; or’
(v) written instructions of the Owner and/or the Owner’s representative to temporarily
suspend the performance of the Contract or other similar instructions, compliance with
which, delays the performance of the Works or the Supply; or
(vi) variations pursuant to Owner Variation Order issued under Clause 22.1 and/or
Contractor Variation Order issued under Clause 22.2;

then the Contractor shall be entitled to and the Owner shall extend the Implementation Schedule or
such supply schedule as set out in the Delivery Schedule (as relevant) and the Guaranteed
Completion Date or any other timelines mutually agreed, after compliance by the Contractor with
the provisions of Clause 21.2 below, by a period equal to the time lost (on day for day basis) as a
result of the abovementioned causes or events.
21.2 The Contractor shall give notice to the Owner as soon as it can reasonably foresee occurrence of
any of the events specified in Clause 21.1 which is likely to delay the progress of the Supply or the
performance of Works or any part thereof.
21.3 It is clarified that the Contractor shall not be liable for payment of any Liquidated Damages for
delay in the performance of Works or Supply under the Contract, in the event such delay is on
account of any of the events specified in Clause 21.1 above. Compensation for such extended
period shall be discussed and agreed between the Parties.
22 VARIATIONS AND SUSPENSION
22.1 Owner requested Variations
(i) If the Owner desires to make any variation:
(a) for upgrading the Works or the Goods; or

(b) in the methodology, sequence or timing of any activity or altering access to or egress from
the Site;
and if such variations shall not,
(i) lead to change in the scope of the Works or the Supply under the Contract; and
(ii) result in a variation which is more than 5% of the Contract Price,
then the Owner shall issue an advance Written Notice to the Contractor, along with details of the
variations proposed to be made by the Owner and relevant detailed documentation in relation to
the same, granting the Contractor 5 (five) Business Days to review the proposed variations and
assess the impact of the same on, including but not limited to, the Contract Price, Implementation
Schedule, the Delivery Schedule and the Guaranteed Completion Date (“Owner Variation
Notice”).
(ii) The Contractor shall, within the aforesaid timeline, issue a notice to the Owner, setting out in
detail the impact of the proposed variation on, including but not limited to, the Contract
Price, Implementation Schedule, Delivery Schedule and Guaranteed Completion Date.
Thereafter, within 15 (Fifteen) Business Days of issuance of the Owner Variation Notice, the
Parties shall consult each other on the impact of the proposed variation on, including but not
limited to, the Contract Price, Implementation Schedule, Delivery Schedule and Guaranteed
Completion Date. Upon conclusion of such consultation, in the event both Parties reach an
agreement that the proposed variation may be carried out and the resulting changes to the
Contract Price, Implementation Schedule, Delivery Schedule and Guaranteed Completion

Date, etc. the Owner shall be permitted to issue a Written Notice to the Contractor (“ Owner
Variation Order”) setting out in detail, the agreement reached between the Parties as
aforesaid vis-à-vis the amended Contract Price, Implementation Schedule, Delivery Schedule
and Guaranteed Completion Date, etc., which shall be endorsed by the Contractor. The
Contractor shall then perform its obligations under this Contract, in accordance with the
Owner Variation Order. It is clarified that any variation due to change in scope of the
Contract by the Owner shall be to the account of the Owner. Any other changes to the Scope
not requested by the Owner shall be borne by the Contractor
22.2 Contractor Requested Variations
The Contractor may, in the event it deems fit that changes to the Technical Specifications are
required to improve the quality, efficiency or safety of the Works or the Goods, issue a Written
Notice to the Owner (“Contractor Variation Notice”), setting out in detail the impact of the
proposed variation on, including but not limited to, the Contract Price, Implementation Schedule,
the Delivery Schedule and Guaranteed Completion Date. Thereafter, within 15 (Fifteen) Business
Days of issuance of the Contractor Variation Notice, the Parties shall consult each other on the
impact of the proposed variation on, including but not limited to, the Contract Price,
Implementation Schedule, the Delivery Schedule and Guaranteed Completion Date. Upon
conclusion of such consultation, in the event both Parties reach an agreement that the proposed
variation may be carried out and the resulting changes to the Contract Price, Implementation
Schedule, the Delivery Schedule and Guaranteed Completion Date, etc. the Owner shall be
permitted to issue a variation order (in the same manner as provided in Clause 22.1) (“Contractor
Variation Order”), setting out in detail, the agreement reached between the Parties as aforesaid
vis-à-vis the amended Contract Price, Implementation Schedule, the Delivery Schedule and
Guaranteed Completion Date, etc. which shall be endorsed by the Contractor. The Contractor shall
then perform its obligations under the Contract, in accordance with the Contractor Variation Order
so issued by the Owner.
22.3 Suspension
Each Party (“Non-defaulting Party”) shall have the right to suspend the performance of its
obligations under the Contract, in case the other Party (“Defaulting Party”) is found to be in
material breach of its obligations under the Contract and such breach is not remedied or rectified
by the Defaulting Party within a period of 7 (seven) days from the date of receiving notice from the
Non-Defaulting Party. This is without prejudice to any other right that the Non-defaulting Party
may have under this Contract.
23 LIQUIDATED DAMAGES
23.1 Contractor Delay Liquidated Damages

In the event, the Contractor is unable to complete performance of the Works by the Guaranteed
Completion Date or complete the Supply of the Equipment in accordance with the Delivery
Schedule or any such extended period which is mutually agreed between the Parties, for reasons
other than those specified in Clause 21 (Delay and Extension of Time) or a Force Majeure Event,
which causes delay in Commissioning, and that are solely and directly attributable to the
Contractor, the Contractor shall, subject to the Liability Limit, pay Liquidated Damages to the

Owner at the rate of 0.5% per week subject to maximum of 10 % of the Contract Price.
23.2 Contractor Performance Liquidated Damages
The Contractor understands, agrees and acknowledges that in case of failure of the Plant to meet
the Guaranteed Performance Ratio upon Commissioning, except for any reason not solely
attributable to Seller, Force Majeure conditions and availability of full load to evacuate Electricity
from the Plant, as set out in Annexure 1 PART F, the Contractor shall be given 15 days’ time to
rectify any issues that might have resulted in shortfall in meeting the Performance Ratio nos. In
case Contractor is not able to meet Commissioning Guaranteed Performance Ratio as per Annexure
4, Contractor shall be liable to pay damages at 0.2% per week subject to maximum of 5% of the
Contract Price till the Guaranteed Performance Ratio is achieved. This shall be calculated
separately for every injection point.
24 FORCE MAJEURE
24.1 No delay or failure by either of the Parties in the performance or observance of the terms and
conditions of the Contract shall give rise to any claim by the other Party or shall be deemed to be a
breach of this Contract if such delay or failure is the result of occurrence and/or continuation of
any one or more of the following events or circumstances (“Force Majeure Event”):
(i) fire, flood, lightning, storm, typhoon, tornado, earthquake, landslide, or similar acts of
God; or
(ii) war, hostilities, invasion, act of foreign enemies, riots, civil war; or
(iii) rebellion, revolution, insurrection, or military or usurped power; or
(iv) nationwide strike or lockout by persons other than affected Party’s personnel employees
and its subcontractor; or
(v) other exceptional event or circumstance beyond affected Party’s reasonable control or
which a Party could not have reasonably foreseen.
24.2 Notwithstanding the foregoing, a Force Majeure Event shall not include:
(i) the occurrence of any shortage of manpower, material, equipment or raw material, except
caused by a Force Majeure Event set out in Clause 24.1 above;
(ii) late delivery of Goods from its suppliers or other vendors except caused by a Force
Majeure event set out in Clause 24.1 above;
(iii) strikes or other employee disturbances affecting only the Contractor's or any
Subcontractor's employees;
(iv) shortages or price fluctuations (including as a result of currency fluctuations) with respect
to materials, supplies or components of equipment or other works;
(v) weather conditions which might reasonably have been foreseen by the Party claiming
Force Majeure and which were not unusually adverse; and
(vi) economic hardship or payment obligations.
24.3 Any Party that is affected by a Force Majeure Event shall give Written Notice thereof to the other

Party no later than 5 (five) calendar days following the date of occurrence of the Force Majeure
Event in question, providing a description of such an event in reasonable detail.
24.4 Upon issuance of a notice of occurrence of any such Force Majeure Event by the affected Party to the
other Party in accordance with Clause 24.3 above, neither Party shall be entitled to raise any claim
for damages against the other Party, in respect of non-performance or delayed performance of the
other Party’s obligations under the Contract during the pendency of a Force Majeure Event.
Provided that performance of the obligations of the Party affected by a Force Majeure Event shall be
resumed as soon as practicable, after such Force Majeure Event ceases to exist.
24.5 Failure to provide such notice shall not entitle the affected Party from defending against any claim
for delays or breaches that arise during the performance of its obligations under this Contract on the
grounds that they were caused by a Force Majeure Event.
24.6 If the performance under this Contract is delayed or suspended as a result of occurrence of a Force
Majeure Event, the time allowed to comply with such obligation shall be extended for as long as the
relevant Force Majeure Event causing such delay or suspension continues and no Delay Liquidated
Damages will be payable by the Contractor as a result of such delay or suspension. However, the
Contractor will not be entitled to receive any additional costs as a result of such delay and
additional time for construction of the Works.
24.7 The Owner and the Contractor shall take the measures necessary to mitigate the effects of a Force
Majeure Event and to continue to perform their obligations under this Contract so far as reasonably
practicable.
24.8 In case of continuation of a Force Majeure Event for a continuous period of thirty (30) calendar days,
either Party may suspend the Contract by providing notice to the other Party. During such period of
suspension, both the Parties shall mutually discuss and agree on the next steps to be taken so as to
minimise the effect of the Force Majeure Event. For such time the suspension is in force, the Owner
will provide the Contractor with an equivalent time extension to meet its obligations under the
Contract. In any event and notwithstanding that the Contract may be suspended, the Owner shall
be liable to pay and the Contractor shall be entitled to receive, the proportionate amount of the
Contract Price for the Works that have been performed by the Contractor or the proportionate
amount of the Contract Price for the Goods which have been delivered to the Owner or of which
Owner is liable to accept delivery each in accordance with the terms set out in this Agreement. In
the event suspension on account of Force Majeure Event subsists for a continuous period of more
than sixty (60) calendar days, any Party may forthwith terminate this Contract by issuing a Written
Notice on the other Party. Upon such termination, the Owner shall be obliged to pay to the
Contractor the amounts (which also includes the amounts for Works performed by the Contractor
but not invoiced to the Owner or the amounts for Material ordered by the Contractor but not
invoiced to the Owner) owed to the Contractor prior to the occurrence of a Force Majeure Event.
24.9 Neither Party shall be liable for any breach, claims, and damages against the other, in respect of
non-performance or delay in performance as a result of a Force Majeure Event leading to such
termination.

24.10 Upon such termination, the Owner shall pay to the Contractor:
(i) the amounts payable for any Works performed for which a price is stated in the Contract;
(ii) the cost of Goods ordered for the Works which have been delivered to Contractor, or of
which Contractor is liable to accept delivery: these Goods shall become the property of (and
be at the risk of) the Owner when paid for by the Owner, and the Contractor shall place the
same at the Owner's disposal;
(iii) any other cost or liability which in the circumstances was reasonably incurred by the
Contractor in the expectation of completing the Works or performing the Supply;
(iv) the cost of removal of any temporary Works and Contractor's Goods from the Site and the
return of these items to the Contractor's works in its country of origin (or to any other
destination at no greater cost); and
(v) the cost of repatriation of Contractor's staff and labour employed wholly in connection with
the Works or the Supply at the date of termination
(vi) Release from performance under the law: Notwithstanding any other provision of this
Clause 24 (Force Majeure), if any event or circumstance outside the control of the Parties
(including Force Majeure) arises which makes it impossible or unlawful for either or both
Parties to fulfil its or their contractual obligations or which, under the law governing the
Contract, entitles the Parties to be released from further performance of the Contract, then
upon notice by either Party to the other Party of such event or circumstance: and
(vii) the Parties shall be discharged from further performance, without prejudice to the rights of
either Party in respect of any previous breach of the Contract.
24.11 Resumption of Works: Promptly after a Force Majeure Event ceases to exist, the Contractor shall
resume (a) performance of the Works and shall make good any defect in, deterioration or loss in
the Works; and (b) the Supply and shall make good any defect in, deterioration or loss that may
have occurred during the suspension period due to such Force Majeure Event, at the cost of the
Owner if the Force Majeure Event had affected the Owner. However, the cost and time impact due
to any defect in, deterioration or loss that may have occurred during the suspension period due to
Force Majeure Event shall be mutually agreed between the Owner’s and Contractor’s
Representatives within a period of 7 (seven) Business Days.
25 INDEMNITY
25.1 The Contractor shall indemnify and hold harmless the Owner, the Owner's personnel, Owner’s
Representative and their respective agents, against and from all claims, damages, losses and
expenses (including legal fees and expenses) in respect of:
(i) bodily injury, sickness, disease or death, of any person whatsoever arising out of or in the
course of or by reason of the design, execution and completion of the Works and the
remedying of any defects, except to the extent attributable to any negligence, wilful act or

breach of the Contract by Owner, Owner's personnel, or any of their respective agents;
(ii) damage to or loss of any property, real or personal (other than the Works), to the extent
that such damage or loss:
(a) arises out of or in the course of or by reason of the design, execution and completion
of the Works and the remedying of any defects; and
(b) is not attributable to any negligence, wilful act or breach of this Contract by the
Owner, Owner's personnel, Owner’s Representative, their respective agents, or
anyone directly or indirectly employed by any of them;
(iii) the Contractor's failure to comply with any Applicable Laws applicable to the performance
of the Works and Supply of Goods in accordance with the provisions of this Contract; and
(iv) any defect in title, lien or encumbrance on any Plant or Material supplied pursuant to the
Contract.
25.2 The Owner shall indemnify and hold harmless the Contractor, Contractor's personnel, Contractor’s
Representative and their respective agents, against and from all claims, damages, losses and
expenses (including legal fees and expenses) in respect of bodily injury, sickness, disease or death,
which is attributable to any negligence, wilful act or breach of the Contract by the Owner, Owner's
personnel, Owner’s Representative or any of their respective agents. Owner's failure to comply
with any Applicable Laws applicable to the performance of the Works.
26 LIMITATION OF LIABILITY
Notwithstanding anything else contained in the Contract, the aggregate liability of the Contractor
to the Owner for all matters arising under or in connection with this Contract, including, without
limitation, for breach of this Contract, in tort (including negligence and strict liability), by reason of
indemnification, breach of statutory duty, tariff loss, equity or otherwise shall not exceed 100% of
the Contract Price (“Liability Limit”). This Liability Limit is inclusive of all kind of cost, claim,
damages and penalty payable by the Contractor under this Contract, except for liability arising
from wilful misconduct, or Gross Negligence of the Contractor.
Notwithstanding anything else contained in the Contract, the aggregate liability of the Owner to
the Contractor for all matters arising under or in connection with this Contract, including, without
limitation, for breach of this Contract, in tort (including negligence and strict liability), by reason of
indemnification, breach of statutory duty, tariff loss, equity or otherwise shall not exceed 100% of
the Contract Price (“Liability Limit”). This Liability Limit is inclusive of all kind of cost, claim,
damages and penalty payable by the Owner under this Contract, except for liability arising from
wilful misconduct, or Gross Negligence of the Owner.
Neither Party shall be liable to the other Party for events including but not limited to loss of use of
any Works, loss of profit, loss of any contract or for any other similar type of indirect or
consequential loss or damage which may be suffered by the other Party in connection with the

Contract.
27 TERMINATION BY OWNER
27.1 The Owner may terminate the Contract upon occurrence of the following events:
(i) in case of material breach by the Contractor of its obligations under this Contract which the
Contractor fails to cure within 30 (Thirty) Business Days from date of issuance of a notice by the
Owner to the Contractor setting out in detail, the material breach by the Contractor of its
obligations under this Contract; or
(ii) if the suspension by the Owner under Clause 22.3 continues for more than 45 (forty five) days;
(iii) if the Contractor plainly demonstrates the intention not to continue performance of its obligations
under this Contract, and without reasonable excuse suspends Supply of Goods for a period
longer than thirty (30) days;
(iv) if a petition for the winding up of the Contractor has been admitted and a liquidator or
provisional liquidator has been appointed or an order of bankruptcy or an order for the winding
up or dissolution of the Contractor or an order of attachment of property/assets of the Contractor
has been made by a court of competent jurisdiction, which has not been stayed or dismissed
within 60 (Sixty) Business Days, except voluntary liquidation for the purpose of amalgamation or
reconstruction.
27.2 In any of these events or circumstances, the Owner may, upon giving 30 (thirty) days’ notice to
the Contractor, terminate this Contract, provided that the Owner shall be liable to pay the
Contract Price Portion to the Contractor accrued on or prior to the termination. However, the
Owner’s election to terminate this Contract shall not prejudice any other rights of the Owner,
under this Contract or otherwise under Applicable Law.
In the event of termination, the Owner shall be entitled to complete performance of the remaining
Supply either by itself or by any other contractor and recover such reasonable documented cost
and other reasonable charges from the Contractor incurred by the Owner in excess of the
Contract Price not paid to the Contractor, subject however, to Clause 23, and the Contractor shall
have no further obligations or liabilities in respect of this Contract or Supply.
28 TERMINATION BY CONTRACTOR
28.1 The Contractor shall be entitled to terminate this Contract if:
(i) in case of material breach by the Owner of its obligations under this Contract (other than a
payment default under Clause 28.1.(ii)) which the Owner fails to cure within 30 (thirty) Business
Days from date of issuance of a notice by the Contractor to the Owner setting out in detail, the
material breach by the Owner of its obligations under this Contract; or
(ii) any undisputed payment is due to the Contractor and remains unpaid for more than ninety (90)
days from the date of acceptance of such invoice; or

(iii) if the suspension by the Contractor under Clause 22.3 continues for more than 45 (forty five)
days; or
(iv) the Owner becomes bankrupt or insolvent, goes into liquidation, has a receiving or
administration order made against him, or carries on business under a receiver, trustee or
manager for the benefit of his creditors, or if any act is done or event occurs which (under
Applicable Laws) has a similar effect to any of these acts or events.
28.2 In any of these events or circumstances, the Contractor may, upon giving 30 (thirty) days’ notice to
the Owner after the trigger event (including any cure periods) specified above, terminate this
Contract. Upon such termination, the Contractor shall be entitled to receive from the Owner and
the Owner shall be liable to pay to the Contractor, all amounts calculated in accordance with
Clause 23.6. Any delayed payment shall attract interest set out under Clause 18.6.
28.3 The Contractor’s election to terminate this Contract shall not prejudice any other rights of the
Contractor, under this Contract or otherwise under Applicable Law.
28.4 Expiry or termination of this Contract shall not relieve the Parties of the obligations due including
the Owner’s obligation to pay the pro rata Contract Price for Supply completed, until the time of
such expiry or termination, nor shall such expiry or termination prejudice any claim of either Party
that has already accrued prior to such expiry or termination.
28.5 Neither Party shall be liable to the other for any indirect and/or consequential damages that may
result to either Party by reason of the termination of this Contract.
28.6 In case of termination of the Contract under Clauses 27 and 28, then the Owner shall be liable to
pay to Contractor an amount equal as set forth hereunder at the time of termination:
(i) Contract Price Portion due on the date of termination and remaining unpaid for Supply
already completed in accordance with Clause 29; plus
(ii) Reasonable, proper, verified and unavoidable costs incurred by Contractor as a direct result
of such termination, including costs of demobilisation and any cancellation charges that
Contractor must pay subcontractors as a result of such termination.
29 CONTRACT PRICE PROPORTION
Within three (3) days after the notice of termination pursuant to Clauses 27 and 28 hereof, the
Parties shall mutually calculate the Contract Price attributable the Goods delivered, but for which
the payments have not been made by the Owner, on or before the date of termination (in this
Clause referred to as “Contract Price Proportion”). Any undisputed documented sums due to the
Owner from the Contractor accruing prior to the date of termination shall be deducted from the
Contract Price Portion.
30 CONFIDENTIALITY
30.1 Each Party shall keep confidential and shall not, without the prior written consent of the other
Party, divulge to any third party the terms and conditions of this Contract, or any document

(whether electronic or otherwise) or information furnished directly or indirectly by the other Party
in connection with this Contract, irrespective of whether such information has been furnished prior
to the Effective Date or thereafter (including following the termination of this Contract).
30.2 The Contractor shall be permitted to take photographs at the Site or any portion thereof, without
the Owner’s written consent, provided such photographs are for the purposes of the Progress
Report or discussions in relation to the performance of this Contract.
30.3 To the extent required for the execution and performance of this Contract, the Owner shall make
available to the Contractor, the knowledge and information that the Contractor requires.
30.4 Information that will be considered as “Confidential Information” shall include all information
concerning the Project, including, but not limited to data, calculations, files, contracts, projects,
analysis, processes, designs, drawings, specifications of the Works, the Goods, plans, provisions of
this Contract, any other information provided by the Owner to the Contractor or by the Contractor
to the Owner, irrespective of the medium through which such information is shared.
30.5 Each Party recognizes that the information received from the other Party is valuable and
confidential and its disclosure and dissemination in breach of the provisions of this Contract may
cause irreparable harm to the other Party.
30.6 The Confidential Information shall be exclusively used for the performance of this Contract and the
use for other purpose, or the disclosure and/or reproduction thereof is expressly prohibited.
30.7 No Party shall disclose any Confidential Information to a third party without the prior written
approval of the other Party.
30.8 The Parties shall restrict access to Confidential Information only to those of its personnel who need
to have access to the same in order to perform this Contract.
30.9 The Parties shall utilise the same degree of care to preserve and protect the other Party’s
Confidential Information from disclosure that they use to protect their own Confidential
Information, which will not be less than reasonable care.
30.10 When one Party so requests, the other Party shall immediately return all plans, data,
communication and written information relating to the Confidential Information of the other Party
or the information that may arise as a result of the performance of this Contract by the Parties,
together with any copy that the Party may have in its possession. In any event, such return shall
take place upon termination or expiry of this Contract without the need for any request from either
Party.
30.11 The Parties undertake not to use the Confidential Information shared by one Party with the other
for the development of other identical or similar projects without the written authorization of the
Party who disclosed the Confidential Information.
30.12 However, the restrictions contained in this Clause in relation to Confidential Information shall not

apply in the following circumstances:
(i) any disclosure is required by Applicable Laws or in respect of information already in the
public domain;
(ii) any disclosure required by any applicable stock exchange listing rule or to any
Government Authority; and
disclosure to an operation and maintenance company of the Project, to the extent
required for the purposes of raising funds, maintaining compliance with credit
arrangements or operation and maintenance of the Project, provided that the Owner shall
enter into appropriate arrangements with the operation and maintenance company, so as
to maintain the confidentiality of the Confidential Information.
31 DISPUTE RESOLUTION PROCEDURE
31.1 Mutual Consultation and Management Committee
(i) The Parties agree to first try and resolve any dispute arising from or in connection with or in
relation to this Contract, including any disputes related to compliance with or termination, validity
or interpretation of this Contract (each such dispute a “Dispute”), by mutual consultation.
(ii) If the Parties are unable to settle a Dispute through mutual consultation within 10 (ten) Business
Days of commencement of such consultation, each Party shall have the right to refer the Dispute in
writing to a committee comprising one senior manager of each Party or its parent companies who
shall not be involved in the day to day running and/or management of this Contract
(“Management Committee”), by sending a Written Notice to the other Party, requesting for setting
up of the Management Committee. The Management Committee shall convene at a mutually
agreed venue within 7 (seven) Business Days of the issuance of the aforesaid notice by the other
Party. The Management Committee shall discuss the details of the Dispute and shall jointly review
all relevant documents made available to them. The Management Committee shall make all
reasonable efforts, deciding unanimously, to settle the Dispute within 14 (fourteen) Business Days
of the date of the aforesaid notice (or such longer period as the Parties may agree in writing). In the
event the Dispute cannot be settled by the Management Committee within 14 (fourteen) Business
Days of the date of the aforesaid notice (or such longer period as the Parties may agree in writing),
such Dispute shall be settled by way of arbitration in accordance with Clause 31.2 below.
31.2 Arbitration
(i) Any Dispute that the Parties are unable to settle in accordance with Clause 31.1 above, shall be
submitted to arbitration in accordance with the Arbitration and Conciliation Act, 1996 (“Act”) and
shall be resolved by an arbitration panel consisting of three arbitrators, one to be appointed by the
Owner and the second to be appointed by the Contractor. The third arbitrator shall be jointly
appointed by the two arbitrators appointed by the Parties within 5 (five) Business Days of
appointment of the second arbitrator. The venue of arbitration shall be Delhi, India and the
language of arbitration shall be English.
(ii) Any decision or award of the arbitral tribunal shall be final and binding upon the Parties and shall

be set out in a reasoned opinion. The Parties agree that the arbitral award may be enforced against
the Parties to the arbitration proceeding or their assets wherever they may be found and that a
judgement upon the arbitral award may be entered in any court having jurisdiction.
(iii) Any decision or award of the arbitral tribunal shall be treated as Confidential Information by the
Parties. The arbitral tribunal may award costs and expenses (including fees of its counsel) to a
Party that substantially prevails on the merits.
(iv) Pending final resolution of any Dispute, the Parties shall continue to perform their reasonable
respective obligations under this Contract. hereunder except in case dispute is due to non-payment
by Owner.
(v) Nothing herein shall preclude either Party from approaching courts of competent jurisdiction for
obtaining an injunction or other similar interim relief.
31.3 Governing Law and Jurisdiction
This Contract shall be governed by and construed in accordance with the Applicable Laws of India
and subject to Clause 31.1 and Clause 31.2 above, the courts at Delhi, India shall have an exclusive
jurisdiction over any interim order in a Dispute.
32 INTELLECTUAL PROPERTY
32.1 All Intellectual Property Rights in or arising out of the Works or the Goods, to the extent
manufactured by the Contractor, shall be the sole and exclusive property of the Contractor and
nothing contained herein shall be construed as assignment of any such Intellectual Property Rights
in or arising out of the Works performed by the Contractor or arising out of the Goods to the extent
manufactured by the Contractor, in favour of the Owner. The Contractor hereby grants a non-
exclusive, non-transferrable, perpetual and royalty-free license to the Owner to use, the Intellectual
Property Rights in the Works performed by the Contractor or in the Goods Supplied by the
Contractor, to the Owner under or in connection with this Contract, solely for the purpose of the
Project at the Site and for the Operational life of the Project.
32.2 The Owner represents and warrants that it shall not and shall ensure that the Owner’s
Representative or its other personnel do not tamper or copy any Works performed by the
Contractor or any Goods Supplied by the Contractor and that the Works and the Goods are solely
used for the purpose specified in Clause 32.1 above.
32.3 The Contractor represents and warrants that:
(a) it has the rights and licences necessary to grant the Owner the licences for use of the
Intellectual Property Rights associated with the Works or the Goods for and in
connection with the Project; and
(b) the Intellectual Property Rights associated with the Works or the Goods and any use of it
by or on behalf of the Owner, whether in the operation or maintenance of the Works or

the Goods, or in connection with the Project, will not infringe the Intellectual Property
Rights of any third party.
32.4 The Contractor shall indemnify and hold the Owner harmless against and from any other claim
which arises out of or in relation to infringement of Intellectual Property Rights associated with the
Works or the Goods, and any use of it by or on behalf of the Contractor, during the operation and
maintenance of the Works or the Goods, or in connection with the Project.
33 ASSIGNMENT AND SUB-CONTRACTING
33.1 The Contractor shall be entitled to source in part, but not whole of the performance of the Works or
the Supply of Goods from any third party, without compromising on the Technical Specifications
and terms of this Contract. However, the Contractor shall remain responsible to the Owner for the
performance of all of its obligations under this Contract and shall not sub-contract the whole of the
Works or the Supply or all its obligations under this Contract to any Subcontractor.
33.2 The Contractor shall ensure that any contract entered into with a Subcontractor shall be assignable
by the Contractor to the Owner (as security or absolutely) without the Subcontractor's consent.
33.3 Promptly after the Owner's request, the Contractor shall deliver to the Owner, an mail
confirmation of inclusion in the subcontract. Upon notification to the Subcontractor from the
Owner that:
(i) this Contract has been terminated; and
(ii) the Owner or a designee thereof will thereafter be assuming the Contractor's future
obligations under such subcontract,
then:
(A) the Contractor and such Subcontractor shall execute a novation agreement in favour of the
Owner or its designee; and
(B) such Subcontractor shall continue to perform its responsibilities under such subcontract for
the benefit of the Owner or such designee and shall recognize the Owner or such designee
as being vested with all the rights and responsibilities of the Contractor under such
subcontract; provided that the Contractor shall maintain all rights and claims against each
Subcontractor for the portion of work previously performed.
33.4 Notwithstanding the foregoing, it is specifically understood and agreed (and each Subcontractor
shall so acknowledge in its subcontract) that no Subcontractor shall have any right to look to the
Owner or any designee thereof for the performance of the Contractor's obligations under any
subcontract, unless and until such Subcontractor has received such notice from the Owner or such
designee and then only with respect to future obligations under such subcontract.
33.5 The Contractor or the Owner shall not assign or transfer to third parties, in whole or in part, any of
its rights or obligations under this Contract, except to the extent permitted in this Contract.

33.6 Notwithstanding anything contained in Clause 33.2, the Contractor hereby consents to the grant
and creation by the Owner (subject to notice to the Contractor) of a security interest in and
assignment of this Contract and any and all of Owner’s rights, title, interests in and under this
Contract in favour of any Lender or its security agent or trustee; subject to the Owner’s obligations
as contained in this Contract, being met by the assignee.
34 GENERAL PROVISIONS
34.1 Sole and Exclusive Warranties and Remedies
The remedies available under this Contract are the sole and exclusive remedies of the Parties for
the obligations and the liabilities arising under or in connection with this Contract, howsoever
arising, provided that nothing in this Contract shall prevent or restrict the right of either Party to
seek injunctive relief or a decree of specific performance against the other Party. Any other
statement of fact or description, whether expressed in the Annexures of this Contract or elsewhere
shall not be deemed to constitute a guarantee of the Works or parts thereof. These warranties and
guarantees are exclusive and no other warranties or guarantees or conditions thereto of any kind,
whether statutory, express, or implied (including all warranties of merchantability and fitness for a
particular purpose and all warranties arising from course of dealing or usage of trade), shall apply.
34.2 Non-Waiver and Preservation of Remedies
No relaxation, forbearance, delay or indulgence by either Party in enforcing any of the terms and
conditions of this Contract or the granting of time by either Party to the other shall prejudice, affect
or restrict the rights of that Party under this Contract, nor shall any waiver by either Party of any
breach of this Contract operate as a waiver of any subsequent or continuing breach of this Contract.
Any waiver of a Party’s rights, powers or remedies under this Contract must be in writing, dated
and signed by an authorised representative of the Party granting such waiver, and must specify the
right and the extent to which it is being waived.
34.3 Amendment
No amendment of this Contract shall be effective, unless it is in writing and signed by a duly
authorised representative of each Party hereto.
34.4 Severability of Provisions

Each of the provisions of this Contract is severable and distinct from the others and if at any time
any of such provisions is or becomes invalid, illegal or unenforceable for any reason whatsoever,
the legality, validity and enforceability of the remaining provisions shall not be affected thereby.
34.5 Survival
The Parties' rights and obligations, which, by their nature would continue beyond the termination
or expiration of this Contract, including, but not limited to Clause 25 (Indemnities), Clause 26
(Limitation of Liability), Clause 30 (Confidentiality), Clause 31 (Dispute Resolution Procedure), Clause 32
(Intellectual Property) and this Clause shall survive any termination or expiration of this Contract.

34.6 No Agency
(i) Nothing in this Contract shall be deemed, save as may be expressly set out herein, to appoint
either Party as the agent or representative of the other Party for any purpose.
(ii) Unless otherwise agreed in writing between the Parties, neither of them shall enter into
contracts with third parties as agent for the other Party, nor shall either Party describe itself as
agent as aforesaid in this Clause or in any way hold itself out as being an agent as aforesaid.
34.7 No partnership/Joint Venture

The Contractor shall be an independent contractor performing this Contract. This Contract does
not create any partnership, joint venture or other joint relationship between the Owner on the one
hand and the Contractor on the other hand.
34.8 Duration
This Contract shall come into force on the Effective Date and shall remain in effect until the expiry
of the Term, unless terminated earlier in accordance with the provisions of this Contract.
34.9 Counterparts
This Contract may be executed in any number of counterparts, and this has the same effect as if the
signatures on the counterparts were on a single copy of this Contract.
34.10 Non-Solicitation
Neither Party shall hire or offer employment, either directly or indirectly through third parties, to
any employees of the other Party who are associated with the Project in any manner. The aforesaid
restriction shall be binding on the Parties during the Term and until the expiry of 2 (two) years post
expiry of the Term or the earlier termination of the Contract.
IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Contract as of
the date set forth above.
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EPC CONTRACT

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1. DEFINITIONS AND RULES OF INTERPRETATION

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1.1.10 “Change in Law” means:

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1.1.24 “Delivery” means delivery of the Goods at the Delivery Point.

1.1.29 “Drawings” shall mean all:

1.1.30 “Effective Date” means the date of signing of this Contract.

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1.1.39 “IEC” means International Electro-technical Commission.

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(c) all Tests on Takeover have been passed;

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1.1.58 “O&M” means operation and maintenance.

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1.1.80 “State Government” means Government of Tamil Nadu.

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1.1.91 “Warranty Period” means:

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1.2.9 Any reference to a day shall mean a reference to a Business Day.

2 SCOPE AND COMMENCEMENT OF WORKS

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(i) complete installation, Commissioning, testing and detailed engineering works as

(iv) carrying out its warranty obligations under this Contract.

2.2 Conditions Precedent

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2.3 Performance Security

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(g) The Owner shall release the Performance Security when:

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5 DELIVERY OF GOODS AT THE SITE

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6 TRANSFER OF RISK AND TITLE

7 PERFORMANCE OF THE WORKS/SERVICES

8 COMMISSIONING OF THE PROJECT

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8.1.2 In the event:

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8.7 Remedial Work

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9.1 Completion Checks

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9.2.1 Tests for Takeover

a) Within 15 (fifteen) days immediately following the Owner’s acceptance or deemed

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Without prejudice to other provisions in this Contract, on the Takeover Date:

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12 COMMUNICATION BETWEEN PARTIES

Attention: Mr. Nitin Saxena

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Attention: Mr. Rahul Dasari

13 GENERAL OBLIGATIONS OF THE CONTRACTOR

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as further detailed in Annexure 1 PART J (Required Insurances).

13.12 Compliance with Applicable Laws

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14 GENERAL OBLIGATIONS OF THE OWNER

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14.7 Access to the Site: