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 法律英文文书法律英文文书 → AGREEMENT OF BOT PROJECT
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AGREEMENT OF BOT PROJECT
发表日期: 2008/4/14 7:49:12 阅读次数: 8834 查看权限: 普通信息
AGREEMENT OF BOT PROJECT
发布日期:2007-9-17 作者:

     This Agreement is made and entered into by and between
      The government of_____________(hereinafter called "B") represented
      by________(hereinafter called "A")
      And
      __________Corporation, a company duly organized and existing under the
      laws of the People's Republic of China with its principal office
      at___________(hereinafter called "C").
      Whereas, A and C concluded the Memorandum Concerning __________Project
      on the ____________and C had been given Exclusive Right from B to carry
      out investigation and implement ____________Project (hereinafter called
      "the Project") by way of joint financing between C and B (so called BOT).
      Whereas, the loan agreement, guarantee agreement, letter of guarantee,
      etc. shall constitute integral components of this Agreement. The Project's
      installed capacity is __________.
      Now therefore, the parties hereby agree as follows:

      1. Definition and Interpretation

      "Project" means the planning, feasibility study, design and
      engineering, construction, equipping, completion, testing, commissioning
      and operation of the infrastructure project.

      "Project Cost" means the cost specified in Clause 3.

      "Operation Period" means the period specified in Clause 10.1 from the
      starting date of commercial operation of the infrastructure project.

      "Completion Date" means the day upon which C certifies that the
      infrastructure project has successfully completed its testing and can
      start Operation Period.

      "Force Majeure" shall have the meaning specified in Clause 16.

      "Project Scope" means the scope of supply and services of C in
      connection with the execution of the Project as described in Annex 2.

      "Site" means the site for the infrastructure project including
      ___________, special roads, and other areas for construction as specified
      in Annex 2.

      "Transfer Date" means the day following the last day of the Operation
      Period.

      "New Company" means the Company to be established between C and
      ________entity as specified in Clause 5.
      "Investment Agreement" means the Agreement on Mutual Encouragement and
      Protection of Investment between the Government of the People's Republic
      of China and the Government of the ___________.

      "Exclusive Right" means the special power granted to C or New Company
      in the Memorandum, Agreement and its annex.

      "Day" means the solar calendar day.

      2. The Project


      2.1 The Project shall be named as "________".

      2.2 The infrastructure project is intended to be located at
      __________. The exact location of the infrastructure project may be
      adjusted at the stage of detailed design in consideration of the site
      condition.

      2.3 The Project shall be implemented on Building, Operation and
      Transfer Basis.

      2.4 The Project shall be composed of ____________________, _________,
      _________, the details of which shall be as attached Annex 2 - Scope of
      the Project.

      2.5 The final feasibility study report and detailed design after
      acceptance of B and C shall form basis for the development and completion
      of the Project.

      3. The Project Cost


      3.1 The project cost is $______, interest of the construction period
      is $______, the total project cost is $__________, and the details of
      which are shown in Annex 3 - Project Cost.

      3.2 The total project cost shall comprise but not limited to the
      following costs and the details of the project cost shall be as attached
      Annex 3 - Project Cost:

      1) Cost for feasibility study, design and engineering and other
      consulting services;
      2) Cost for construction and installation;
      3) Cost for purchasing equipment and materials;
      4) Cost for administration including overseas expenses;
      5) Overhead and miscellaneous expenses;
      6) Contingencies;
      7) Interest during the construction period (__________% per annum plus
      bank commission);
      8) Premium for construction insurance and export credit insurance.

      3.3 The Project Cost shall be based on the feasibility study report
      and in case of a substantial variation in investment arising from geologic
      reasons, the additional part to the Project Cost shall be approved by B.
      An additional investment agreement or contract should be concluded between
      B and C.

      4. Responsibilities for Project Execution


      4.1 C shall be responsible for the following provided that if and
      after New Company is established, responsibilities shall be transferred to
      New Company and be shared by the members of New Company:
      1) the design and engineering, procurement, construction and
      commissioning of the Project;
      2) all costs in connection with the building of the infrastructure
      project and the arrangement of all necessary funding;
      3) operation of the infrastructure project;
      4) transfer of the infrastructure project to B on the Transfer Date;
      4.2 B shall be responsible for:

      1) the arrangement of:
      the provision of all necessary development approvals, permits,
      consents, site leases, access and other rights for C or New Company
      together with the fulfillment of essential requirements such as company
      registration, import license and exemption of customs duties and the like;
      the provision of all necessary or desirable aids for C to obtain the
      loan; obtaining of all regulatory, statutory and other consents,
approvals,
      authorizations, tax concessions and investment incentives as described
      hereinafter which are necessary or desirable for the implementation of the
      Project; obtaining of all necessary permits and approvals from the
relevant
      _____________authorities for C or New Company to repatriate capital and
      dividends in US Dollars from ______; obtaining of resident visas, work
      permits and other necessaryapprovals from the relevant authorities for C
      or New Company's personnel,
      design, manufacturing, installation and construction personnel as well as
      their direct relatives including the travel in ___________; the provision
      of all necessary approvals and permits relating toextension of the
      infrastructure project and the Project facilities inorder to increase
      _________________production if C or New Company intends
      to do so; the provision of all necessary security measures for
      construction and
      operation personnel and Project facilities till the Transfer Date; the
      provision of communications and transport facilities of theProject
      construction and the operation of the infrastructure project;

      2) the assistance in the operation of the infrastructure project.

      3) providing C and/or New Company with free use of the Site, including
      but not limited to the area of construction site, access road,
      transmission line right of way, __________and etc.

      4) the negotiation and conclusion of service agreement with
      ___________Government or other countries' governments jointly with C or
      new Company, the People's Insurance Company of China representatives,
      whose presence in the negotiation B shall ensure, and whose approval B
      Shall obtain;

      5) the exportation of ________________percent of __________ produced
      by the infrastructure project to __________or any third country;

      6) the assignment of its representatives at Site and to the New
      Company to assist C or New Company and make necessary coordination between
      B and C or New Company.


      4.3 B ensures that the Operation Period of the Project shall be not
      less than _______years. However if IRR (Inter Rate of Return) does not
      reach _______percent, both parties will discuss the proper extension of
      the Operation Period until the year IRR reaches _______%.

      4.4 Conditions Precedent

      B shall be responsible for the provision of the following documents
      for C to make available any part of this Agreement within _______months
      from the date of signing this Agreement and such documents shall be valid
      and effective to New Company:
      1) a power guarantee issued by ___________________parliament
      acceptable to C in the form defined in Annex 7, which shall be returned to
      B on the Transfer Date;

      2) warranty to be issued and loan agreement to be concluded with the
      proposal made by B for bearing __________percent of the Project Cost, the
      Bank of ______________as the loanee and __________Finance Ministry as the
      guarantor and acceptable to the Bank of China and the People's Insurance
      Company of China, and a letter of credit or letter of guarantee to be
      issued as required by the Bank of China provided that the length of
      maturity is__________ years including a _______year construction period
      and loan interest is ________percent per annum; B may make earlier
      reimbursement;

      3) loan guarantee and warranty for C's sharing __________% of the
      Project Cost including interest of the construction period to be issued by
      the Bank of _____________ and ______________Finance Ministry respectively,
      acceptable to the People's Insurance Company of China and the Lending Bank
      and valid until to the Transfer Date (__________), providing all necessary
      assistance in enabling C to obtain the loan from international prime
      banks;

      4) the legal certificate issued by _____________President of Supreme
      Court and the legal certificate issued by______________ Procurator
      General, certifying that this Agreement shall be valid and enforceable
      under the laws of _____________in every respect in the form defined in
      Annex 8; the certificate of approval issued by the Government of
      _____________, certifying that the Project is lawful and legitimate;

      5) B shall permit the construction machinery, material and equipment
      necessary for the Project to be transported into __________via
      _____________by sea, and/or by road through __________as Well as by air,
      ensuring facilities from the __________border control and customs
      authorities.

      4.5 B warrants and undertakes that B shall not change or permit others
      to change the environment of the Site which adversely affects the
      construction or operation of the Project. Such change shall include, but
      not limited to, _____________.


      4.6 Buyer's Credit for B's sharing __________% of the Project Cost
      shall be provided by the Chinese side, payment terms of which to C are as
      follows:
      1)________% of the credit shall be paid within _________days after the
      date of the conclusion of this Agreement;
      2)_______% of the credit shall be paid by ____________;
      3)_______% of the credit shall be paid by ____________;
      ......

      4.7 The parties shall provide each other sufficient information that
      enables each party to have a clear understanding of the principal issues
      that affect matters associated with the Project.

      4.8 The parties hereto shall mutually collaborate with each other in
      order to achieve the objectives of this Agreement and the performance by
      each party of their respective obligations.

      5. New Company

      5.1 The parties agree to establish a New Company at the time when the
      members of New Company are ready to invest their portions, but before the
      completion of the Project and for this purpose B shall recommend and
      designate a _______________entity which will be a member of New Company. C
      having _____________ percent of equity, shall be the leading company and
      shall appoint chairman of New Company. The remaining portion of equity
      shall be shared by _______entity.

      5.2 Design and Construction of the Project shall be executed by C. At
      monthly intervals until ___________day (subject to postponement in case
      of______) of each month, C shall execute a statement of a claim for
      progress payment based on the prices for the construction works done in
      the preceding month to B and such statement shall be the conclusive
      evidence proving fairness of such claim except manifest calculation error.

      5.3 B shall make its effort to assist in registering New Company at
      authority concerned in __________and to obtain all required permits or
      approvals from the relating authorities in ___________.

      5.4 New Company shall be granted the same privileged rights as those
      granted to C specified in Clause 9.2 and C's obligations and
      responsibilities specified in this Agreement shall be transferred to New
      Company and be shared by the members of New Company.
      The members of New Company shall describe the provisions on their
      rights and responsibilities in the articles of incorporation to be made on
      the basis of the provisions in this Agreement at the time of the
      establishment of New Company.

      5.5 If members of New Company do not reach an agreement about any
      matters in relation with the Project, the opinion and decision of the
      major shareholder shall be final and binding upon the other members of New
      Company.

      6. Construction of the infrastructure project

      6.1 In pursuance of its obligations in relation with the construction
      of the infrastructure project under clause 4.1, C shall do followings with
      its full right in consultation with B:

      1) to prepare detailed design and engineering in conformity with the
      national standards of P.R.China in force;
      2) to appoint consultants and professional advisers;
      3) to purchase equipment and materials including construction
      equipment, the specification of which and installation and testing shall
      meet the national standards of P.R.China in force;
      4) to appoint, organize and direct staff; manage and supervise the
      Project;
      5) to enter into contracts for the supply of equipment and materials
      and services;
      6) to do all other thins necessary or desirable for the completion of
      the infrastructure project in accordance with the engineering standards;
      7) to select subcontractors;

      6.2 B shall be entitled at its own cost to monitor the progress and
      quality of the construction and installation work and for this purpose C
      shall:
      1) ensure that B and any experts appointed by B in connection with the
      Project are afforded reasonable access to the Site provided that such
      access does not materially interfere with the works;
      2) make available copies of plans and designs for inspection at the
      Site;
      3) after ________months of the completion of the Project, supply B
      with ______sets of copies of "as built" drawings and other documents.

      6.3 B shall ensure that all infrastructure requirements and utilities
      necessary for the completion of the infrastructure project are made
      available in a timely fashion and accordingly shall at its own cost,
      interalia:
      1) give free possession of the Site to C during the construction
      period;

      2) ensure that custom clearance system is available to C to import
      equipment and materials for the Project without any delay and
      interference;

      3) ensure that C will use electricity for construction and
      communication facilities in ________, the cost of the utilization of which
      shall be for C's account at __________current________________ rate and
      shall be included in the Project Cost as cost for construction or cost for
      administration as stipulated in Clause 3.2; C shall pay
      _____________charge to ______________authority every other months during
      the construction period;

      4) ensure that C will build transmission line from___________ or
      another still nearer place to the Site for the use of _________in
      construction, which will be used to transmit _____________ from the
      infrastructure project after the completion of the Project;

      5) jointly with C negotiate with _______________or other countries'
      governments to take necessary actions for the ___________________to be
      connected, received and supplied in those countries through the proper
      transmission line without any interference at the time of completion of
      the Project.

      6.4 B shall ensure that during construction period C shall be granted
      the exemption of

      1) customs duties, government taxes and local levies relating to the
      importation of all kinds of equipment and materials such as generating
      equipment, construction equipment, vehicles including cars, jeeps, etc.,
      tools, construction materials and other goods for the construction of the
      infrastructure project as well as accommodation facilities;
      2) company sales tax, income tax and so on to be imposed on C
      construction activities for the Project in _____________by the
      _____________authorities.

      7. Project Schedule

      7.1 The parties shall work together in order to endeavour to achieve
      the timely completion of the Project in accordance with the Project
      Schedule as Annex 4 according to which the construction period shall be
      _________years from the commencement date. However, C may extend the
      construction period upon the agreement of B.

      7.2 The commencement date shall be the ______day after _______months
      from the Effective Date of this Agreement provided that C can start work
      for access road, survey, investigation, clean-up work around the site,
      etc. before the commencement date. However, if C commences construction
      work in accordance with the provision of Clause 9.1, the commencement date
      shall be the date where C materially starts the construction work, which
      shall be notified to B by C.

      7.3 Upon substantial completion of the infrastructure project, C may
      request to New Company or its representative that the infrastructure
      project has successfully completed its testing and that accordingly the
      Completion Date has occurred.

      7.4 If there is a variation to the Project and such variation affects
      the construction time of the infrastructure project, then C shall get the
      approval of B to extend the construction period, B shall not unreasonably
      withhold its approval.

      8. Testing

      8.1 The parties shall meet and agree procedures and a programme for
      the testing of the infrastructure project in accordance with the Chinese
      standards.
      8.2 C shall give to B ________days' notice of its intention to
      commence any testing.
      8.3 B and/or its experts shall be entitled to be present at testing
      which is agreed upon by the parties.
      8.4 Forthwith upon the completion of any testing, C shall request to
      New Company or its representative whether or not the infrastructure
      project has satisfied such test and shall provide B with a copy of such
      certificate.

      9. Effective Date and Privileged Right

      9.1 This Agreement shall become in full force and effect as of the
      date of signing this Agreement provided that C has the right of reserving
      the fulfillment of its obligations until the fulfillment of the following
      conditions:

      1) Handing over the Site to C free from rental charge and issuing by B
      of the letter to that effect valid till the expiration of BOT;
      2) Fulfillment of the provisions of Clause 4.4.
      Upon execution and signing of this Agreement, B's right to terminate
      the Exclusive. Right provided in the Memorandum mentioned in the preamble
      of this Agreement shall Lapse.

      9.2 C shall be given following privileged rights in written document
      from the authorities concerned by the arrangement of B thereof and the
      same privileged rights shall be transferred to or enjoyed concurrently by
      New Company as the case may be, when it is established.

      1) Approved by the Bank of the __________________and the
      _________Finance Ministry for:
      the repatriation of C's investment including, but not limited to, the
      profits of such investment in US Dollars.

      2) The Government of _______________approval of the employment of
      foreign nationals in supervisory, technical and advisory positions and for
      the positions of chairman, treasurer and general manager or their
      equivalent until the Transfer Date.

      3) Other national and local approvals as may be necessary to proceed
      with the Project.

      4) Approval of tax exemption as below by the authorities concerned in
      __________:
      Full exemption of customs duties and other levies (if any) throughout
      BOT period for the importation of equipment, materials, construction
      machinery and other goods for the Project;
      _____________percent exemption of profit tax, additional tax, local
      tax, and business tax for ______years starting from the first
      profit-making year and _________percent profit tax exemption for the
      subsequent years.

      5) Free remittance of investment including, but not limited to, the
      profits of such investment in US Dollars and/or receipt of payments or
      sales proceeds in US Dollars, without withholding tax, remittance tax or
      any other taxes leviable under________ laws.

      6) The approval by the relevant _________________Government agencies
      for the immediate importation into _____________of all equipment for the
      Project.
      7) C shall register its subsidiary or affiliated or associated
      companies in _____________. A certificate of Registration issued by the B
      in relation to the Project, confirming that C including its subsidiary or
      affiliated or associated companies is a registered enterprise under the
      Law on Foreign Investment in the __________.
      8) Free remittance abroad of the remuneration in US Dollars with
      exemption from individual income tax, remittance tax or any other taxes
      thereon.

      10. Operation of the infrastructure project

      10.1 New Company shall be responsible for the management, operation,
      maintenance, repair and overhaul of the infrastructure project during the
      Operation Period, namely ______years from the starting date of commercial
      operation of the infrastructure project and shall use its best endeavours
      to ensure the infrastructure project is in good condition and capable of
      producing _______in a safe and stable manner. The extension of the above
      mentioned Operation Period shall be discussed by both parties if the____
      percent IRR is not accomplished within __________years' Operation Period.

      10.2 In order to undertake necessary overhaul, maintenance, inspection
      and repair, New Company shall perform downtime each year from the
      Completion Date.

      10.3 In pursuance of its obligation under Clause 10.1, New company
      shall have full right to:
      1) enter into contracts for the supply of material and services
      including purchase of replacement equipment and participate in
      negotiations on operation and service agreement conclusion;
      2) appoint, organize and direct staff; manage and supervise the
      infrastructure project;
      3) establish and maintain regular inspection, maintenance and overhaul
      procedures;
      4) do all other things necessary or desirable for the operation of the
      infrastructure project;

      10.4 B and New Company shall, from time to time, meet and discuss and
      agree safety guidelines for the operation of the infrastructure project.

      10.5 New Company shall operate the infrastructure project in
      accordance with all __________and local laws and regulations in force at
      the date of signing this Agreement.
      If any changes or new legislations of laws and regulations would:
      1) result in the infrastructure project being unable to operate in
      normal conditions;
      2) result in the interest of New Company being materially reduced,
      prejudiced or otherwise adversely affected;
      Then the parties shall meet and endeavour to agree on amendments to
      this Agreement.

      10.6 B shall be entitled to appoint and allocate its experts agencies
      to monitor the operation of the infrastructure project by New Company at
      B's cost and expense. The monitoring shall not interfere the ordinary
      operation of the infrastructure project by New Company.

      11. Supply of Service offered by the Infrastructure project


      11.1 New Company shall supply the produced _________________to
      ___________or other countries as stipulated therein. In case that the
      power purchaser is other country than _____________, a service agreement
      shall be concluded.

      11.2 If B intends to distribute part of the produced_________ to local
      market on demand, B shall use such ______________as royalty stipulated in
      Clause 12.4 and if B needs more _____________than that of royalty portion
      it shall be agreed upon by New Company to that effect provided that, in
      such case, _______________charge shall be paid to New Company in US
      Dollars as stipulated in Clause 12.

      12. Service Charge and Income Distribution


      12.1 In order to accomplish the purposes specified in Clauses 4.2.4),
      4.2.5), 6.3.4) and 11.1, B shall undertake responsibility for the
      negotiation with ________Government and the conclusion of service
      agreement. B shall provide such information and data as useful and
      necessary for the negotiation and appoint a person to cooperate with the
      representatives from C or New Company and the People's Insurance Company
      of China in charge of the negotiation.

      The persons in charge shall do their duty according to the procedures
      as below:

      1) to submit basic concept and overall plan of the Project within
      _______days from the date of singing this Agreement;
      2) to start detailed technical negotiation and discussion on the rate
      of service charge within _________days from the date of signing this
      Agreement;
      3) to conclude relevant matters and enter into service agreement
      within _______months from the date of signing this Agreement.
      C or New Company shall fully assist and support B and provide all
      technical data, information and materials, etc. necessary for the
      negotiation. In case that the parties send a delegation to negotiate with
      a service purchaser, they should appoint the person or persons who are
      competent for the delegation at all points in experience and specialty.

      12.2 B and C or New Company agree as a negotiation point that payment
      for _________export shall be received on monthly basis and directly to New
      Company's bank account in_________ denominated by New Company in US
      Dollars without any withholding taxes or fees.

      12.3 Income from sales of _______shall be distributed by C, the
      leading company of New Company, in the following order of priority:
      1) Royalty to B stipulated in Clause 12.4;
      2) Operation and maintenance cost;
      3) Loan principal and interest to construct the infrastructure
      project;
      4) Dividend to the members of New Company.
      The parties agree and acknowledge to cause New Company not to make any
      deduction of depreciation or establishment of any reserves and to ensure
      payment of principal and interest to construct the infrastructure project
      after the payment of the items specified in Clauses I) and 2).
      The People's Insurance Company of China will act as the undertaker of
      the export credit insurance and treasurer of the New Company during the
      repayment period to ensure the reimbursement of the loan principal and
      interest.

      12.4 The amount of income to be distributed to B and the members of
      New Company shall be calculated by using as reference the Basic Case-Annex
      1.
      The proportion of the amount payable to B as royalty shall be as below
      and readjusted based on the service agreement and the Project Cost:
      ___________percent during the first __________years of the Operation
      Period:
      ____________percent during the remaining years of the Operation
      Period.
      The above mentioned royalty to B covers, but not limited to, B's
      provision of C or New Company's free use of the Site, technical
      assistance, administrative arrangement and support and other assistance
      and support specified in this Agreement.
      12.5 In case that main equipment should be replaced, the members of
      New Company shall agree to increase their investment amount in the
      proportion of their share to New Company for the procurement and
      installation of that replacing equipment. Cost for replacement parts and
      equipment of which durable year, determined by the internationally
      accepted accounting principle, exceeds Transfer Date, shall be shared
      between B and New Company in proportion of the years beyond Transfer Date
      and the years falling within Transfer Date.

      13. Transfer of Ownership


      13.1 Before the establishment of New Company, C and B shall be the
      proprietary owners of the infrastructure project or any part thereof
      during the construction period and/or the Operation Period and shall
      possess and exercise all rights, privileges, titles to and interests in
      the infrastructure project. Such ownership shall be shared by the members
      of New Company until the Transfer Date in proportion of the percentage of
      their share of equity when New Company is established.

      B acknowledges such ownership and guarantees that such ownership shall
      be respected and protected by B under the laws of ___________and B shall
      make resolutions, issue orders or execute any action which is required to
      protect such ownership. B guarantees that under any circumstance or for
      any cause, the ownership of the infrastructure project and other assets of
      C or New Company, during construction or after Completion Date, shall not
      be condemned, confiscated, nationalized or restricted by B unless C or New
      Company abandons the Project.

      Abandonment in this Clause means that i) C or New Company notifies B
      of their definite intent to neglect the infrastructure project and ii) C
      or New Company's neglect of the infrastructure project lasts more than
      _____________months without cause.

      During the construction period and/or operation period, C or New
      Company shall at its own discretion and necessity cause a lien or
      encumbrance to be created on the infrastructure project and other
      facilities forming the Project, and B shall not raise any objection
      theeto.

      13.2 On the Transfer Date New Company shall transfer to B, free from
      any lien or encumbrance created by New Company and without the payment of
      any compensation, all its right, title to and interest in the
      infrastructure project, unless otherwise specified in the Agreement or any
      supplementary agreement.

      13.3 __________year prior to the Transfer Date, B and New Company
      shall discuss the necessary procedure for the transfer of the
      infrastructure project and ______months prior to the Transfer Date, B and
      New Company shall meet and agree the inventories involved and the
      mechanics of transfer.

      13.4 The infrastructure project and all other equipment transferred
      pursuant to Clause 13 shall be transferred on an "as is" basis and after
      the Transfer Date New Company shall be under no liability whatsoever to B
      in respect of the operation of the infrastructure project by B or a person
      designated by B.

      13.5 B shall be responsible for all costs and expenses ( including
      legal fees and taxes or duties) incurred in connection with the transfer
      referred in Clause 13 and shall at its own cost obtain or effect all
      governmental and other approvals, licenses, registrations and filings and
      take such other actions as may be necessary for the transfer contemplated
      in Clause 13, and reimburse New Company on demand for all such costs and
      expenses incurred by New Company in respect of such transfer.

      14. Liability


      14.1 C or New Company shall be under no responsibility or liability to
      compensate any damages except direct damages incurred due to material
      breach of its obligations under this Agreement.

      14.2 In circumstance provided above in Clause 14.1 C or New Company
      shall, at its sole option and discretion, be entitled to transfer to B all
      or part of C or New Company's proprietary rights and ownership of the
      infrastructure project, under construction or after Completion Date, as
      liquidated damages, in lieu of computing and compensating the actual
      damages provided that such transfer shall be conducted of C's own free
      will or rendered in the arbitration award as stipulated in clause 23.
      However, any transfer shall be subject to the confirmation and approval of
      the People's Insurance Company of China and the lending bank.

      In above case, C or New Company's liability to B shall be limited to
      transfer of the proprietary right and ownership of the infrastructure
      project and B's claim against C or New Company demanding the damages shall
      be extinguishe, d and nullified.

      15. Documents and Patents


      15.1 Nothing contained in this Agreement shall be construed as
      transferring any patent or copyright in equipment covered by the Agreement
      and all such rights are hereby expressly reserved to the true and lawful
      owners thereof. C or New Company shall retain all rights with respect to
      the specifications, plans, drawings and other documents and B undertakes
      not to disclose the same or divulge any information contained therein to
      any third country without the prior written consent of C or New Company.

      15.2 All commercial and technical documents such as agreements and
      proposals pertinent to the Project shall be kept confidential. B
      undertakes not to disclose the same or divulge any information contained
      therein to any third country or party without prior written consent of C
      or New Company.

      16. Force Majeure


      16.1 No failure or omission to carry out or observe any or the terms,
      provisions or conditions of this Agreement shall be deemed to be breach of
      this Agreement if the same is caused by or arises out of Acts of God or
      any conditions of similar nature beyond reasonable control of C or New
      Company, including, but not limited to, the following:
      a. war, hostilities (whether war be declared or not), invasion, act of
      foreign enemies;
      b. rebellion, revolution, insurrection, or military or usurped power,
      or civil war;
      c. ionizing radiation, or contamination by radio-activity from any
      nuclear fuel, or from any nuclear waste from the combustion of nuclear
      fuel, radio-active toxic explosive, or other hazardous properties of any
      explosive nuclear assembly or nuclear component thereof;
      d. pressure waves caused by aircraft or other aerial devices traveling
      at sonic or supersonic speeds;
      e. riot, commotion, disorder, strike, sabotage, lockout or any other
      industrial action by employees affecting C or New Company or their
      subcontractors;
      f. export or import restrictions by any governmental authorities,
      closing of harbours, docks, canals;
      g. fire, unusual flood, earthquake, mud avalanche, collapse,
      landslide, storm, lightning or any other unreasonably severe weather;
      h. accidents of navigation or breakdown or injury of vessels;
      i. epidemic, quarantine;
      j. shortage of raw materials, unforeseen shut-down of major sources of
      supply;
      k. unreasonable delay of more than _________days in unloading ships
      and clearing systems;
      l. concealed conditions encountered below the surface of the Site.

      16.2 Notwithstanding Clause 16.1, B shall not be entitled to claim for
      itself in respect of any Force Majeure in Clause 16.1.

      16.3 The party invoking Force Majeure shall:
      a. notify the other parties as soon as possible in writing the nature
      of the Force Majeure and the extent to which the Force Majeure suspends
      the affected party's obligations under this Agreement; and
      b. resume performance of its obligations as soon as possible after the
      Force Majeure condition no longer exists.

      16.4 If the Force Majeure applies prior to the Completion Date, the
      parties will meet to discuss a revised timetable for the completion of the
      Project.


      16.5 If the Force Majeure applies during the Operation Period, the
      Operation Period shall be extended by a period equal to that during which
      the effect of the Force Majeure applies.

      16.6 Notwithstanding Clauses 16.4 and 16.5, if the Force Majeure lasts
      for a period in excess of ____________days, the parties hereto will meet
      to discuss the basis and terms upon which this Agreement can be continued
      and if the parties conclude that this Agreement cannot be continued, then
      the parties shall discuss the solution to reduce their loss.

      16.7 The parties hereto will consult with each other and take all
      reasonable steps to minimize the losses of either party resulting from the
      Force Majeure.

      16.8 If any event of the Force Majeure occurs which causes damage to
      the Project or the infrastructure project, then C or New Company shall not
      be obliged to reinstate the same, or, as the case may be, complete the
      same, until the parties hereto have agreed upon the terms for such
      reinstatement or completion.

      17. Insurance

      C or New Company shall take out insurance required for the
      construction or operation of the infrastructure project.

      18. Change in Circumstances

      In the event that as a result of any laws or regulations of
      ___________or any agency or other body under the control of the Government
      of ____________or any regional or municipal authority thereof, coming into
      effect after the date hereof or as a result of any such laws or
      regulations (including any official interpretation thereof C has relied
      upon in entering into this Agreement) in force at the date hereof being
      amended, modified or repealed, the interest of C in the Site, the Project
      or the infrastructure project and/or C's economic return on its investment
      is materially reduced, prejudiced or otherwise adversely affected
      (including, without limitation, any restriction on the ability to remit
      funds in US Dollars outside of_____________) then the parties hereto shall
      meet and endeavour to agree amendments to this Agreement.

      19. Notices

      Any notice to be given under this Agreement shall be in writing and
      shall be delivered personally or sent by registered mail, telex or
      facsimile transmission to the following:
      To B:_______________.
      Address: _________________.
      Telephone: __________________.
      Facsimile: ________________.
      To C:_____________.
      Address: __________.
      Telephone: ___________.
      Facsimile: _________.
      Any party may change such address or attention by not less than
      _______days' notice to the other party in accordance herewith and such
      change shall take effect on receipt of such notice by the other party.

      20. Dispute Resolution

      20.1 Throughout the term of this Agreement representatives of the
      parties shall meet regularly at not less than semi-yearly intervals to
      discuss the progress of the Project and the operation of the
      infrastructure project in order to ensure that the arrangement between the
      parties hereto proceeds on a mutually satisfactory basis.
      The operation of the infrastructure project in order to ensure that
      the arrangement between the parties hereto proceeds on a mutually
      satisfactory basis.

      20.2 The parties hereto agree that in the event that there is any
      dispute or difference between them arising out of this Agreement or in the
      interpretation of any of the provisions hereof they shall endeavour to
      meet in an effort to resolve such dispute by discussion between them but
      failing such resolution the representatives of parties shall meet to
      resolve such dispute or difference and the joint decision by them shall be
      binding upon the parties hereto and in the event that a settlement of any
      such dispute or difference is not reached pursuant to this Clause then
      provisions of Clause 23 shall apply.

      20.3 In the event any dispute should arise between the parties as to
      any technical matter in regard to the construction or operation of the
      infrastructure project, design and production standards shall be provided
      and the case shall forthwith be referred to the expert chosen by agreement
      of both parties. Subject to arbitration, as hereinafter provided, such
      decision shall be final and binding upon the parties.
      if the expert fails to render his decision within such_________ days
      or if either of the parties is dissatisfied with any such decision, the
      party may, within ______days after the expiration of the first-named
      period of _______days or after receiving notice of such decision, as the
      case may be, refer the dispute to arbitration as provided in Clause 23.

      21. Waiver of Sovereign Immunity

      B represents and warrants that this Agreement is the commercial rather
      than public or governmental act and that B waives its right to claim
      immunity from legal proceedings with respect to itself or any of its
      assets on the ground of sovereignty or otherwise under any law or in any
      jurisdiction whether an action may be brought for the enforcement of any
      of the obligations arising under this Agreement.

      22. Law and Language

      This Agreement shall be governed by and construed in accordance with
      the laws of ____________except technical specifications. This Agreement
      has six (6) originals in ____________language and each party holds three
      (3).

      23. Arbitration

      All disputes, controversies, or differences which may arise between
      the parties, out of or in relation to or in connection with this
      Agreement, or for the breach thereof shall be settled through amicable
      consultation. If three occasions of consultation fail to settle, the
      Agreement on Mutual Encouragement and Protection of Investment between the
      Government of the People's Republic of China and the Government of
      ______________________shall apply. In case the issue remains to be
      settled, it shall be finally settled by arbitration pursuant to the Rules
      of Conciliation and Arbitration of the International Chamber of Commerce,
      by three (3) arbitrators designated in accordance with the said Rules.
      Arbitration shall be held in ______________and shall use the
      ____________language.
      The award rendered by arbitrators shall be final and binding upon the
      parties concerned.
      In witness whereof, the parties hereto have caused their respective
      duly authorized representatives to execute the Agreement on the ______day
      of _______in the year of ________.
      For and on behalf of the B For and on behalf of the C
      Annex (sketch)
      Our Contract Template Database is complied in accordance with laws of
      P.R.China.This English document is translated according to its Chinese
      version. In case of discrepancy, the original version in Chinese shall
      prevail.

, d and nullified.

      15. Documents and Patents


      15.1 Nothing contained in this Agreement shall be construed as
      transferring any patent or copyright in equipment covered by the Agreement
      and all such rights are hereby expressly reserved to the true and lawful
      owners thereof. C or New Company shall retain all rights with respect to
      the specifications, plans, drawings and other documents and B undertakes
      not to disclose the same or divulge any information contained therein to
      any third country without the prior written consent of C or New Company.

      15.2 All commercial and technical documents such as agreements and
      proposals pertinent to the Project shall be kept confidential. B
      undertakes not to disclose the same or divulge any information contained
      therein to any third country or party without prior written consent of C
      or New Company.

      16. Force Majeure


      16.1 No failure or omission to carry out or observe any or the terms,
      provisions or conditions of this Agreement shall be deemed to be breach of
      this Agreement if the same is caused by or arises out of Acts of God or
      any conditions of similar nature beyond reasonable control of C or New
      Company, including, but not limited to, the following:
      a. war, hostilities (whether war be declared or not), invasion, act of
      foreign enemies;
      b. rebellion, revolution, insurrection, or military or usurped power,
      or civil war;
      c. ionizing radiation, or contamination by radio-activity from any
      nuclear fuel, or from any nuclear waste from the combustion of nuclear
      fuel, radio-active toxic explosive, or other hazardous properties of any
      explosive nuclear assembly or nuclear component thereof;
      d. pressure waves caused by aircraft or other aerial devices traveling
      at sonic or supersonic speeds;
      e. riot, commotion, disorder, strike, sabotage, lockout or any other
      industrial action by employees affecting C or New Company or their
      subcontractors;
      f. export or import restrictions by any governmental authorities,
      closing of harbours, docks, canals;
      g. fire, unusual flood, earthquake, mud avalanche, collapse,
      landslide, storm, lightning or any other unreasonably severe weather;
      h. accidents of navigation or breakdown or injury of vessels;
      i. epidemic, quarantine;
      j. shortage of raw materials, unforeseen shut-down of major sources of
      supply;
      k. unreasonable delay of more than _________days in unloading ships
      and clearing systems;
      l. concealed conditions encountered below the surface of the Site.

      16.2 Notwithstanding Clause 16.1, B shall not be entitled to claim for
      itself in respect of any Force Majeure in Clause 16.1.

      16.3 The party invoking Force Majeure shall:
      a. notify the other parties as soon as possible in writing the nature
      of the Force Majeure and the extent to which the Force Majeure suspends
      the affected party's obligations under this Agreement; and
      b. resume performance of its obligations as soon as possible after the
      Force Majeure condition no longer exists.

      16.4 If the Force Majeure applies prior to the Completion Date, the
      parties will meet to discuss a revised timetable for the completion of the
      Project.


      16.5 If the Force Majeure applies during the Operation Period, the
      Operation Period shall be extended by a period equal to that during which
      the effect of the Force Majeure applies.

      16.6 Notwithstanding Clauses 16.4 and 16.5, if the Force Majeure lasts
      for a period in excess of ____________days, the parties hereto will meet
      to discuss the basis and terms upon which this Agreement can be continued
      and if the parties conclude that this Agreement cannot be continued, then
      the parties shall discuss the solution to reduce their loss.

      16.7 The parties hereto will consult with each other and take all
      reasonable steps to minimize the losses of either party resulting from the
      Force Majeure.

      16.8 If any event of the Force Majeure occurs which causes damage to
      the Project or the infrastructure project, then C or New Company shall not
      be obliged to reinstate the same, or, as the case may be, complete the
      same, until the parties hereto have agreed upon the terms for such
      reinstatement or completion.

      17. Insurance

      C or New Company shall take out insurance required for the
      construction or operation of the infrastructure project.

      18. Change in Circumstances

      In the event that as a result of any laws or regulations of
      ___________or any agency or other body under the control of the Government
      of ____________or any regional or municipal authority thereof, coming into
      effect after the date hereof or as a result of any such laws or
      regulations (including any official interpretation thereof C has relied
      upon in entering into this Agreement) in force at the date hereof being
      amended, modified or repealed, the interest of C in the Site, the Project
      or the infrastructure project and/or C's economic return on its investment
      is materially reduced, prejudiced or otherwise adversely affected
      (including, without limitation, any restriction on the ability to remit
      funds in US Dollars outside of_____________) then the parties hereto shall
      meet and endeavour to agree amendments to this Agreement.

      19. Notices

      Any notice to be given under this Agreement shall be in writing and
      shall be delivered personally or sent by registered mail, telex or
      facsimile transmission to the following:
      To B:_______________.
      Address: _________________.
      Telephone: __________________.
      Facsimile: ________________.
      To C:_____________.
      Address: __________.
      Telephone: ___________.
      Facsimile: _________.
      Any party may change such address or attention by not less than
      _______days' notice to the other party in accordance herewith and such
      change shall take effect on receipt of such notice by the other party.

      20. Dispute Resolution

      20.1 Throughout the term of this Agreement representatives of the
      parties shall meet regularly at not less than semi-yearly intervals to
      discuss the progress of the Project and the operation of the
      infrastructure project in order to ensure that the arrangement between the
      parties hereto proceeds on a mutually satisfactory basis.
      The operation of the infrastructure project in order to ensure that
      the arrangement between the parties hereto proceeds on a mutually
      satisfactory basis.

      20.2 The parties hereto agree that in the event that there is any
      dispute or difference between them arising out of this Agreement or in the
      interpretation of any of the provisions hereof they shall endeavour to
      meet in an effort to resolve such dispute by discussion between them but
      failing such resolution the representatives of parties shall meet to
      resolve such dispute or difference and the joint decision by them shall be
      binding upon the parties hereto and in the event that a settlement of any
      such dispute or difference is not reached pursuant to this Clause then
      provisions of Clause 23 shall apply.

      20.3 In the event any dispute should arise between the parties as to
      any technical matter in regard to the construction or operation of the
      infrastructure project, design and production standards shall be provided
      and the case shall forthwith be referred to the expert chosen by agreement
      of both parties. Subject to arbitration, as hereinafter provided, such
      decision shall be final and binding upon the parties.
      if the expert fails to render his decision within such_________ days
      or if either of the parties is dissatisfied with any such decision, the
      party may, within ______days after the expiration of the first-named
      period of _______days or after receiving notice of such decision, as the
      case may be, refer the dispute to arbitration as provided in Clause 23.

      21. Waiver of Sovereign Immunity

      B represents and warrants that this Agreement is the commercial rather
      than public or governmental act and that B waives its right to claim
      immunity from legal proceedings with respect to itself or any of its
      assets on the ground of sovereignty or otherwise under any law or in any
      jurisdiction whether an action may be brought for the enforcement of any
      of the obligations arising under this Agreement.

      22. Law and Language

      This Agreement shall be governed by and construed in accordance with
      the laws of ____________except technical specifications. This Agreement
      has six (6) originals in ____________language and each party holds three
      (3).

      23. Arbitration

      All disputes, controversies, or differences which may arise between
      the parties, out of or in relation to or in connection with this
      Agreement, or for the breach thereof shall be settled through amicable
      consultation. If three occasions of consultation fail to settle, the
      Agreement on Mutual Encouragement and Protection of Investment between the
      Government of the People's Republic of China and the Government of
      ______________________shall apply. In case the issue remains to be
      settled, it shall be finally settled by arbitration pursuant to the Rules
      of Conciliation and Arbitration of the International Chamber of Commerce,
      by three (3) arbitrators designated in accordance with the said Rules.
      Arbitration shall be held in ______________and shall use the
      ____________language.
      The award rendered by arbitrators shall be final and binding upon the
      parties concerned.
      In witness whereof, the parties hereto have caused their respective
      duly authorized representatives to execute the Agreement on the ______day
      of _______in the year of ________.
      For and on behalf of the B For and on behalf of the C
      Annex (sketch)
      Our Contract Template Database is complied in accordance with laws of
      P.R.China.This English document is translated according to its Chinese
      version. In case of discrepancy, the original version in Chinese shall
      prevail.


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