本合同由_________(下称A)代表_________国政府(下称B)和根据中华人民共和国法律组建的_________公司(下称C)签署，C主要办公地点在中华人民共和国_________。 This Agreement is made and entered into by and between The government of_________(hereinafte
This Agreement is made and entered into by and between The government of_________(hereinafter called B)represented y_________(hereinafter called A)And _________Corporation， a company duly organized and existing under the aws of the People's Republic of China with its principal office t_________(hereinafter called C).
Whereas， A and C concluded the Memorandum Concerning _________Project n the _________and C had been given Exclusive Right from B to carry ut 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， tc. shall constitute integral components of this Agreement. The Project's nstalled capacity is _________. Now therefore， the parties hereby agree as follows
1.定义与解释：1. Definition and Interpretation
“工程”指基础设施建设的规划、可行性研究、设计与工程技术服务、建造、供货、竣工、调试、试运行和运行。Project means the planning， feasibility study， design and ngineering， construction， equipping， completion， testing， commissioning nd operation of the infrastructure project.
“工程造价”指第3款的费用。Project Cost means the cost specified in Clause 3.
“运行期”指从基础设施商业运行开始日计算的日期。Operation Period means the period specified in Clause 10.1 from the tarting date of commercial operation of the infrastructure project.
Completion Date means the day upon which C certifies that the nfrastructure project has successfully completed its testing and can tart Operation Period.
Force Majeure shall have the meaning specified in Clause 16.
“工程范围”指实施本工程时附件二规定的供货范围和服务范围。Project Scope means the scope of supply and services of C in onnection 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 n Annex 2.
Transfer Date means the day following the last day of the Operation eriod.
New Company means the Company to be established between C and entity as specified in Clause 5.
“投资协定”指《中华人民共和国政府和_________国政府关于相互鼓励和保护投资协定》。Investment Agreement means the Agreement on Mutual Encouragement and rotection of Investment between the Government of the People's Republic f China and the Government of the _________.
Exclusive Right means the special power granted to C or New Company n the Memorandum， Agreement and its annex.
“日”指公历日。Day means the solar calendar day.
2.工程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 djusted at the stage of detailed design in consideration of the site ondition.
2.3 The Project shall be implemented on Building， Operation and ransfer Basis.
2.4 The Project shall be composed of _________， the details of which shall be as attached Annex 2 - Scope of he Project.
2.5 经B和C接受后，最终可行性研究报告和详细设计应作为本工程开发和竣工的基础。2.5 The final feasibility study report and detailed design after cceptance of B and C shall form basis for the development and completion f the Project.
3.工程造价3. The Project Cost
3.1 The project cost is $ _________， interest of the construction periods $ _________， the total project cost is $ _________， and the details of hich are shown in Annex 3 - Project Cost.
3.2 The total project cost shall comprise but not limited to the ollowing costs and the details of the project cost shall be as attached nnex 3 - Project Cost
1)Cost for feasibility study， design and engineering and other onsulting services;
(2)建造和安装费用; 2)Cost for construction and installation;
(3)购买设备和材料的费用; 3)Cost for purchasing equipment and materials;
(4)管理费用(含国外支出); 4)Cost for administration including overseas expenses;
(5)其他费用; 5)Overhead and miscellaneous expenses;
7)Interest during the construction period (_________% per annum plus ank commission);
8)Premium for construction insurance and export credit insurance.
3.3 The Project Cost shall be based on the feasibility study report nd in case of a substantial variation in investment arising from geologic easons， the additional part to the Project Cost shall be approved by B. n additional investment agreement or contract should be concluded between and C.
4.工程实施责任4. Responsibilities for Project Execution
4.1 C shall be responsible for the following provided that if and fter New Company is established， responsibilities shall be transferred to ew Company and be shared by the members of New Company
1)the design and engineering， procurement， construction and ommissioning of the Project;
2)all costs in connection with the building of the infrastructure roject and the arrangement of all necessary funding;
(3)基础设施的运行; 3)operation of the infrastructure project;
4)transfer of the infrastructure project to B on the Transfer Date;
4.2 B应负责：4.2 B shall be responsible for
1)the arrangement of the provision of all necessary development approvals， permits， onsents， site leases， access and other rights for C or New Company ogether with the fulfillment of essential requirements such as company egistration， 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， uthorizations， tax concessions and investment incentives as described ereinafter 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 ividends in US Dollars from _________;
obtaining of resident visas， work permits and other necessary pprovals from the relevant authorities for C or New Company's personnel， esign， manufacturing， installation and construction personnel as well as heir direct relatives including the travel in _________;
the provision of all necessary approvals and permits relating to xtension of the infrastructure project and the Project facilities in rder to increase _________production if C or New Company intends o do so;
the provision of all necessary security measures for construction and peration personnel and Project facilities till the Transfer Date;
the provision of communications and transport facilities of the roject construction and the operation of the infrastructure project;
(2)协助基础设施运作。 2)the assistance in the operation of the infrastructure project.
3)providing C andor New Company with free use of the Site， including ut not limited to the area of construction site， access road， ransmission line right of way， _________and etc.
4)the negotiation and conclusion of service agreement with _________Government or other countries' governments jointly with C or ew Company， the People's Insurance Company of China representatives， hose presence in the negotiation B shall ensure， and whose approval B hall obtain;
(5)在现场和新公司派驻代表，协助C或新公司，并在C或新公司和B之间作必要的协调。5)the exportation of _________percent of _________ produced y the infrastructure project to _________or any third country;
6)the assignment of its representatives at Site and to the New ompany to assist C or New Company and make necessary coordination between and C or New Company.
4.3 B ensures that the Operation Period of the Project shall be not ess than _________years. However if IRR (Inter Rate of Return)does not each _________percent， both parties will discuss the proper extension of he Operation Period until the year IRR reaches _________%.
4.4 先决条件。 4.4 Conditions Precedent
B shall be responsible for the provision of the following documents or C to make available any part of this Agreement within _________months rom the date of signing this Agreement and such documents shall be valid nd effective to New Company
1)a power guarantee issued by _________parliament cceptable to C in the form defined in Annex 7， which shall be returned to on the Transfer Date;
2)warranty to be issued and loan agreement to be concluded with the roposal made by B for bearing _________percent of the Project Cost， the ank of _________as the loanee and _________Finance Ministry as the uarantor and acceptable to the Bank of China and the People's Insurance ompany of China， and a letter of credit or letter of guarantee to be ssued as required by the Bank of China provided that the length of aturity is_________ years including a _________year construction period nd loan interest is _________percent per annum; B may make earlier eimbursement;
3)loan guarantee and warranty for C's sharing _________% of the roject Cost including interest of the construction period to be issued by he Bank of _________ and _________Finance Ministry respectively， cceptable to the People's Insurance Company of China and the Lending Bank nd valid until to the Transfer Date (_________)， providing all necessary ssistance in enabling C to obtain the loan from international prime anks;
4)the legal certificate issued by _________President of Supreme ourt and the legal certificate issued by_________ Procurator eneral， certifying that this Agreement shall be valid and enforceable nder the laws of _________in every respect in the form defined in nnex 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 ecessary for the Project to be transported into _________via _________by sea， andor by road through _________as Well as by air， nsuring facilities from the _________border control and customs uthorities.
4.5 B warrants and undertakes that B shall not change or permit others o change the environment of the Site which adversely affects the onstruction or operation of the Project. Such change shall include， but ot limited to， _________.
4.6 Buyer's Credit for B's sharing _________% of the Project Cost hall be provided by the Chinese side， payment terms of which to C are as ollows
1)_________% of the credit shall be paid within _________days after the ate 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 nables each party to have a clear understanding of the principal issues hat affect matters associated with the Project.
4.8 The parties hereto shall mutually collaborate with each other in rder to achieve the objectives of this Agreement and the performance by ach party of their respective obligations.
5.新公司5. New Company
5.1 The parties agree to establish a New Company at the time when the embers of New Company are ready to invest their portions， but before the ompletion of the Project and for this purpose B shall recommend and esignate a _________entity which will be a member of New Company. C aving _________ percent of equity， shall be the leading company and hall appoint chairman of New Company. The remaining portion of equity hall be shared by _________entity.
5.2 Design and Construction of the Project shall be executed by C. At onthly intervals until _________day (subject to postponement in case f_________)of each month， C shall execute a statement of a claim for rogress payment based on the prices for the construction works done in he preceding month to B and such statement shall be the conclusive vidence proving fairness of such claim except manifest calculation error.
5.3 B shall make its effort to assist in registering New Company at uthority concerned in _________and to obtain all required permits or pprovals from the relating authorities in _________.
5.4 New Company shall be granted the same privileged rights as those ranted to C specified in Clause 9.2 and C's obligations and esponsibilities specified in this Agreement shall be transferred to New ompany and be shared by the members of New Company. The members of New Company shall describe the provisions on their ights and responsibilities in the articles of incorporation to be made on he basis of the provisions in this Agreement at the time of the stablishment of New Company.
5.5 If members of New Company do not reach an agreement about any atters in relation with the Project， the opinion and decision of the ajor shareholder shall be final and binding upon the other members of New ompany.
6.基础设施的建造 6. Construction of the infrastructure project
6.1 In pursuance of its obligations in relation with the construction f the infrastructure project under clause 4.1， C shall do followings with ts full right in consultation with B
1)to prepare detailed design and engineering in conformity with the ational standards of P.R.China in force;
(2)任命顾问和专业顾问; 2)to appoint consultants and professional advisers;
3)to purchase equipment and materials including construction quipment， the specification of which and installation and testing shall eet the national standards of P.R.China in force;
4)to appoint， organize and direct staff; manage and supervise the roject;
5)to enter into contracts for the supply of equipment and materials nd services;
6)to do all other thins necessary or desirable for the completion of he infrastructure project in accordance with the engineering standards;
(7)选择分包商。7)to select subcontractors;
6.2 B shall be entitled at its own cost to monitor the progress and uality of the construction and installation work and for this purpose C hall
1)ensure that B and any experts appointed by B in connection with the roject are afforded reasonable access to the Site provided that such ccess does not materially interfere with the works;
2)make available copies of plans and designs for inspection at the ite;
3)after _________months of the completion of the Project， supply B ith _________sets of copies of as built drawings and other documents.
6.3 B shall ensure that all infrastructure requirements and utilities ecessary for the completion of the infrastructure project are made vailable in a timely fashion and accordingly shall at its own cost， nteralia
1)give free possession of the Site to C during the construction eriod;
2)ensure that custom clearance system is available to C to import quipment and materials for the Project without any delay and nterference;
3)ensure that C will use electricity for construction and ommunication facilities in _________， the cost of the utilization of which hall be for C's account at _________current_________ rate and hall be included in the Project Cost as cost for construction or cost for dministration as stipulated in Clause 3.2; C shall pay _________charge to _________authority every other months during he construction period;
6.4 B shall ensure that during construction period C shall be granted he exemption of
1)customs duties， government taxes and local levies relating to the mportation of all kinds of equipment and materials such as generating quipment， construction equipment， vehicles including cars， jeeps， etc.， ools， construction materials and other goods for the construction of the nfrastructure project as well as accommodation facilities;
2)company sales tax， income tax and so on to be imposed on C onstruction activities for the Project in _________by the _________authorities.
7.工程进度7. Project Schedule
7.1 The parties shall work together in order to endeavour to achieve he timely completion of the Project in accordance with the Project chedule as Annex 4 according to which the construction period shall be _________years from the commencement date. However， C may extend the onstruction period upon the agreement of B.
7.2 The commencement date shall be the _________day after _________months rom the Effective Date of this Agreement provided that C can start work or access road， survey， investigation， clean-up work around the site， tc. before the commencement date. However， if C commences construction ork in accordance with the provision of Clause 9.1， the commencement date hall be the date where C materially starts the construction work， which hall be notified to B by C.
7.3 Upon substantial completion of the infrastructure project， C may equest to New Company or its representative that the infrastructure roject has successfully completed its testing and that accordingly the ompletion Date has occurred.
7.4 If there is a variation to the Project and such variation affects he construction time of the infrastructure project， then C shall get the pproval of B to extend the construction period， B shall not unreasonably ithhold its approval.
8.1 The parties shall meet and agree procedures and a programme for he testing of the infrastructure project in accordance with the Chinese tandards.
8.2 C shall give to B _________days' notice of its intention to ommence any testing.
8.3 B andor its experts shall be entitled to be present at testing hich is agreed upon by the parties.
8.4 Forthwith upon the completion of any testing， C shall request to ew Company or its representative whether or not the infrastructure roject has satisfied such test and shall provide B with a copy of such ertificate.
9.生效日和特权 9. Effective Date and Privileged Right
9.1 This Agreement shall become in full force and effect as of the ate of signing this Agreement provided that C has the right of reserving he fulfillment of its obligations until the fulfillment of the following onditions
a.B不收租金将现场交给C，并签发同样内容的信函(期限到_________年运行结束)。1)Handing over the Site to C free from rental charge and issuing by B f 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 he Exclusive. Right provided in the Memorandum mentioned in the preamble f this Agreement shall Lapse.
9.2 C shall be given following privileged rights in written document rom the authorities concerned by the arrangement of B thereof and the ame privileged rights shall be transferred to or enjoyed concurrently by ew 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 rofits of such investment in US Dollars.
2)The Government of _________approval of the employment of oreign nationals in supervisory， technical and advisory positions and for he positions of chairman， treasurer and general manager or their quivalent until the Transfer Date.
3)Other national and local approvals as may be necessary to proceed ith 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 OT period for the importation of equipment， materials， construction achinery and other goods for the Project; _________percent exemption of profit tax， additional tax， local ax， and business tax for _________years starting from the first rofit-making year and _________percent profit tax exemption for the ubsequent years.
5)Free remittance of investment including， but not limited to， the rofits of such investment in US Dollars andor receipt of payments or ales proceeds in US Dollars， without withholding tax， remittance tax or ny other taxes leviable under_________ laws.
6)The approval by the relevant _________Government agencies or the immediate importation into _________of all equipment for the roject.
7)C shall register its subsidiary or affiliated or associated ompanies in _________. A certificate of Registration issued by the B n relation to the Project， confirming that C including its subsidiary or ffiliated or associated companies is a registered enterprise under the aw on Foreign Investment in the _________.
8)Free remittance abroad of the remuneration in US Dollars with xemption from individual income tax， remittance tax or any other taxes hereon.
10.基础设施的运行10. Operation of the infrastructure project
10.1 New Company shall be responsible for the management， operation， aintenance， repair and overhaul of the infrastructure project during the peration Period， namely _________years from the starting date of commercial peration of the infrastructure project and shall use its best endeavours o ensure the infrastructure project is in good condition and capable of roducing _________in a safe and stable manner. The extension of the above entioned Operation Period shall be discussed by both parties if the ercent IRR is not accomplished within _________years' Operation Period.
10.2 In order to undertake necessary overhaul， maintenance， inspection nd 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 hall have full right to
1)enter into contracts for the supply of material and services ncluding purchase of replacement equipment and participate in egotiations on operation and service agreement conclusion;
2)appoint， organize and direct staff; manage and supervise the nfrastructure project;
3)establish and maintain regular inspection， maintenance and overhaul rocedures;
4)do all other things necessary or desirable for the operation of the nfrastructure project;
10.4 B and New Company shall， from time to time， meet and discuss and gree safety guidelines for the operation of the infrastructure project.
10.5 New Company shall operate the infrastructure project in ccordance with all _________and local laws and regulations in force at he 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 ormal conditions;
2)result in the interest of New Company being materially reduced， rejudiced or otherwise adversely affected; Then the parties shall meet and endeavour to agree on amendments to his Agreement.
10.6 B shall be entitled to appoint and allocate its experts agencies o monitor the operation of the infrastructure project by New Company at 's cost and expense. The monitoring shall not interfere the ordinary peration of the infrastructure project by New Company.
11.基础设施的服务 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 ower purchaser is other country than _________， a service agreement hall be concluded.
11.2 If B intends to distribute part of the produced_________ to local arket on demand， B shall use such _________as royalty stipulated in lause 12.4 and if B needs more _________than that of royalty portion t shall be agreed upon by New Company to that effect provided that， in uch case， _________charge shall be paid to New Company in US ollars 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)， .2.5)， 6.3.4)and 11.1， B shall undertake responsibility for the egotiation with _________Government and the conclusion of service greement. B shall provide such information and data as useful and ecessary for the negotiation and appoint a person to cooperate with the epresentatives from C or New Company and the People's Insurance Company f China in charge of the negotiation.
The persons in charge shall do their duty according to the procedures s 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 f service charge within _________days from the date of signing this greement;
3)to conclude relevant matters and enter into service agreement ithin _________months from the date of signing this Agreement.
C or New Company shall fully assist and support B and provide all echnical data， information and materials， etc. necessary for the egotiation. In case that the parties send a delegation to negotiate with service purchaser， they should appoint the person or persons who are ompetent 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 or _________export shall be received on monthly basis and directly to New ompany's bank account in_________ denominated by New Company in US ollars without any withholding taxes or fees.
12.3 Income from sales of _________shall be distributed by C， the eading 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 roject;
d.给新公司股东的股息。4)Dividend to the members of New Company.
The parties agree and acknowledge to cause New Company not to make any eduction of depreciation or establishment of any reserves and to ensure ayment of principal and interest to construct the infrastructure project fter the payment of the items specified in Clauses I)and 2). The People's Insurance Company of China will act as the undertaker of he export credit insurance and treasurer of the New Company during the epayment period to ensure the reimbursement of the loan principal and nterest.
12.4 The amount of income to be distributed to B and the members of ew Company shall be calculated by using as reference the Basic Case-Annex . The proportion of the amount payable to B as royalty shall be as below nd readjusted based on the service agreement and the Project Cost _________percent during the first _________years of the Operation eriod _________percent during the remaining years of the Operation eriod. The above mentioned royalty to B covers， but not limited to， B's rovision of C or New Company's free use of the Site， technical ssistance， administrative arrangement and support and other assistance nd support specified in this Agreement.
12.5 In case that main equipment should be replaced， the members of ew Company shall agree to increase their investment amount in the roportion of their share to New Company for the procurement and nstallation of that replacing equipment. Cost for replacement parts and quipment of which durable year， determined by the internationally ccepted accounting principle， exceeds Transfer Date， shall be shared etween B and New Company in proportion of the years beyond Transfer Date nd the years falling within Transfer Date.
13.转让所有权13. Transfer of Ownership
13.1 Before the establishment of New Company， C and B shall be the roprietary owners of the infrastructure project or any part thereof uring the construction period andor the Operation Period and shall ossess and exercise all rights， privileges， titles to and interests in he infrastructure project. Such ownership shall be shared by the members f New Company until the Transfer Date in proportion of the percentage of heir share of equity when New Company is established. B acknowledges such ownership and guarantees that such ownership shall e respected and protected by B under the laws of _________and B shall ake resolutions， issue orders or execute any action which is required to rotect such ownership. B guarantees that under any circumstance or for ny cause， the ownership of the infrastructure project and other assets of or New Company， during construction or after Completion Date， shall not e condemned， confiscated， nationalized or restricted by B unless C or New ompany abandons the Project. Abandonment in this Clause means that i)C or New Company notifies B f their definite intent to neglect the infrastructure project and ii)C r New Company's neglect of the infrastructure project lasts more than _________months without cause. During the construction period andor operation period， C or New ompany shall at its own discretion and necessity cause a lien or ncumbrance to be created on the infrastructure project and other acilities forming the Project， and B shall not raise any objection hereto.
13.2 On the Transfer Date New Company shall transfer to B， free from ny lien or encumbrance created by New Company and without the payment of ny compensation， all its right， title to and interest in the nfrastructure project， unless otherwise specified in the Agreement or any upplementary agreement.
13.3 _________year prior to the Transfer Date， B and New Company hall discuss the necessary procedure for the transfer of the nfrastructure project and _________months prior to the Transfer Date， B and ew Company shall meet and agree the inventories involved and the echanics of transfer.
13.4 The infrastructure project and all other equipment transferred ursuant to Clause 13 shall be transferred on an as is basis and after he Transfer Date New Company shall be under no liability whatsoever to B n respect of the operation of the infrastructure project by B or a person esignated by B.
13.5 B shall be responsible for all costs and expenses ( including egal fees and taxes or duties)incurred in connection with the transfer eferred in Clause 13 and shall at its own cost obtain or effect all overnmental and other approvals， licenses， registrations and filings and ake such other actions as may be necessary for the transfer contemplated n Clause 13， and reimburse New Company on demand for all such costs and xpenses incurred by New Company in respect of such transfer.
14.1 C or New Company shall be under no responsibility or liability to ompensate any damages except direct damages incurred due to material reach of its obligations under this Agreement.
14.2 In circumstance provided above in Clause 14.1 C or New Company hall， at its sole option and discretion， be entitled to transfer to B all r part of C or New Company's proprietary rights and ownership of the nfrastructure project， under construction or after Completion Date， as iquidated damages， in lieu of computing and compensating the actual amages provided that such transfer shall be conducted of C's own free ill or rendered in the arbitration award as stipulated in clause 23. owever， any transfer shall be subject to the confirmation and approval of he 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 ransfer of the proprietary right and ownership of the infrastructure roject and B's claim against C or New Company demanding the damages shall e extinguished and nullified.
15.文件和专利 15. Documents and Patents
15.1 Nothing contained in this Agreement shall be construed as ransferring any patent or copyright in equipment covered by the Agreement nd all such rights are hereby expressly reserved to the true and lawful wners thereof. C or New Company shall retain all rights with respect to he specifications， plans， drawings and other documents and B undertakes ot to disclose the same or divulge any information contained therein to ny third country without the prior written consent of C or New Company.
15.2 All commercial and technical documents such as agreements and roposals pertinent to the Project shall be kept confidential. B ndertakes not to disclose the same or divulge any information contained herein to any third country or party without prior written consent of C r New Company.
16.不可抗力16. Force Majeure
16.1 No failure or omission to carry out or observe any or the terms， rovisions or conditions of this Agreement shall be deemed to be breach of his Agreement if the same is caused by or arises out of Acts of God or ny conditions of similar nature beyond reasonable control of C or New ompany， including， but not limited to， the following
(a)war， hostilities (whether war be declared or not)， invasion， act of oreign enemies;
(b)rebellion， revolution， insurrection， or military or usurped power， r civil war;
(c)ionizing radiation， or contamination by radio-activity from any uclear fuel， or from any nuclear waste from the combustion of nuclear uel， radio-active toxic explosive， or other hazardous properties of any xplosive nuclear assembly or nuclear component thereof;
(d)pressure waves caused by aircraft or other aerial devices traveling t sonic or supersonic speeds;
(e)riot， commotion， disorder， strike， sabotage， lockout or any other ndustrial action by employees affecting C or New Company or their ubcontractors;
(f)export or import restrictions by any governmental authorities， losing of harbours， docks， canals;
(g)fire， unusual flood， earthquake， mud avalanche， collapse， andslide， storm， lightning or any other unreasonably severe weather;
(h)accidents of navigation or breakdown or injury of vessels;
(j)hortage of raw materials， unforeseen shut-down of major sources of upply;
(k)unreasonable delay of more than _________days in unloading ships nd 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 tself 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 f the Force Majeure and the extent to which the Force Majeure suspends he affected party's obligations under this Agreement; and
(b)resume performance of its obligations as soon as possible after the orce Majeure condition no longer exists.
16.4 If the Force Majeure applies prior to the Completion Date， the arties will meet to discuss a revised timetable for the completion of the roject.
16.5 If the Force Majeure applies during the Operation Period， the peration Period shall be extended by a period equal to that during which he effect of the Force Majeure applies.
16.6 Notwithstanding Clauses 16.4 and 16.5， if the Force Majeure lasts or a period in excess of _________days， the parties hereto will meet o discuss the basis and terms upon which this Agreement can be continued nd if the parties conclude that this Agreement cannot be continued， then he parties shall discuss the solution to reduce their loss.
16.7 The parties hereto will consult with each other and take all easonable steps to minimize the losses of either party resulting from the orce Majeure.
16.8 If any event of the Force Majeure occurs which causes damage to he Project or the infrastructure project， then C or New Company shall not e obliged to reinstate the same， or， as the case may be， complete the ame， until the parties hereto have agreed upon the terms for such einstatement or completion.
C or New Company shall take out insurance required for the onstruction or operation of the infrastructure project.
18.情况的变化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 f _________or any regional or municipal authority thereof， coming into ffect after the date hereof or as a result of any such laws or egulations (including any official interpretation thereof C has relied pon in entering into this Agreement)in force at the date hereof being mended， modified or repealed， the interest of C in the Site， the Project r the infrastructure project andor C's economic return on its investment s materially reduced， prejudiced or otherwise adversely affected including， without limitation， any restriction on the ability to remit unds in US Dollars outside of_________)then the parties hereto shall eet and endeavour to agree amendments to this Agreement.
Any notice to be given under this Agreement shall be in writing and hall be delivered personally or sent by registered mail， telex or acsimile 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 hange shall take effect on receipt of such notice by the other party.
20.争议解决20. Dispute Resolution
20.1 Throughout the term of this Agreement representatives of the arties shall meet regularly at not less than semi-yearly intervals to iscuss the progress of the Project and the operation of the nfrastructure project in order to ensure that the arrangement between the arties hereto proceeds on a mutually satisfactory basis. The operation of the infrastructure project in order to ensure that he arrangement between the parties hereto proceeds on a mutually atisfactory basis.
20.2 The parties hereto agree that in the event that there is any ispute or difference between them arising out of this Agreement or in the nterpretation of any of the provisions hereof they shall endeavour to eet in an effort to resolve such dispute by discussion between them but ailing such resolution the representatives of parties shall meet to esolve such dispute or difference and the joint decision by them shall be inding upon the parties hereto and in the event that a settlement of any uch dispute or difference is not reached pursuant to this Clause then rovisions of Clause 23 shall apply.
20.3 In the event any dispute should arise between the parties as to ny technical matter in regard to the construction or operation of the nfrastructure project， design and production standards shall be provided nd the case shall forthwith be referred to the expert chosen by agreement f both parties. Subject to arbitration， as hereinafter provided， such ecision shall be final and binding upon the parties. if the expert fails to render his decision within such_________ days r if either of the parties is dissatisfied with any such decision， the arty may， within _________days after the expiration of the first-named eriod of _________days or after receiving notice of such decision， as the ase may be， refer the dispute to arbitration as provided in Clause 23.
21.放弃主权豁免权21. Waiver of Sovereign Immunity
B represents and warrants that this Agreement is the commercial rather han public or governmental act and that B waives its right to claim mmunity from , legal proceedings with respect to itself or any of its ssets on the ground of sovereignty or otherwise under any law or in any urisdiction whether an action may be brought for the enforcement of any f the obligations arising under this Agreement.
22.法律和语言22. Law and Language
This Agreement shall be governed by and construed in accordance with he laws of _________except technical specifications. This Agreement as six (6)originals in _________language and each party holds three 3).
All disputes， controversies， or differences which may arise between he parties， out of or in relation to or in connection with this greement， or for the breach thereof shall be settled through amicable onsultation. If three occasions of consultation fail to settle， the greement on Mutual Encouragement and Protection of Investment between the overnment of the People's Republic of China and the Government of _________shall apply. In case the issue remains to be ettled， it shall be finally settled by arbitration pursuant to the Rules f Conciliation and Arbitration of the International Chamber of Commerce， y 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 arties concerned. In witness whereof， the parties hereto have caused their respective uly authorized representatives to execute the Agreement on the _________day f _________in the year of _________. or and on behalf of the B For and on behalf of the C nnex (sketch)
PartyA(signature) _________ PartyB(signature) _________