AGREEMENT OF BOT PROJECT

　　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 necessary approvals 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 to extension of the infrastructure project and the Project facilities in order 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 the Project 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 thereto.
　　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 extinguished 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)