Power Offtake Agreement Template for Nigeria

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Key Requirements PROMPT example:

Power Offtake Agreement

"I need a Power Offtake Agreement for a 50MW solar power plant in Lagos State, Nigeria, with commercial operations planned to commence in March 2025, including specific provisions for renewable energy credits and grid connection requirements."

Document background
The Power Offtake Agreement serves as a critical commercial instrument in Nigeria's power sector, establishing the legal and commercial framework for power purchase arrangements between generators and offtakers. This document is essential for any power generation project in Nigeria, whether conventional or renewable, and must comply with the Electric Power Sector Reform Act and NERC regulations. It is typically used when developing new power generation facilities or restructuring existing power supply arrangements, providing certainty for project financing and long-term operational stability. The agreement addresses key aspects such as power purchase commitments, pricing mechanisms, technical standards, and risk allocation, while incorporating specific requirements of Nigerian law and market conditions. It forms the backbone of project financing arrangements and often requires approval from regulatory authorities.
Suggested Sections

1. Parties: Identification of the power producer (seller) and the offtaker (buyer), including their legal status and registered addresses

2. Background: Context of the agreement, including project overview, facility location, and relevant regulatory framework

3. Definitions and Interpretation: Comprehensive definitions of technical and legal terms used throughout the agreement, and rules of interpretation

4. Sale and Purchase Obligations: Core obligations regarding the sale and purchase of electricity, including minimum take-or-pay provisions

5. Term and Effectiveness: Duration of the agreement, conditions precedent, and effective date

6. Delivery Point and Title: Specification of the point where electricity will be delivered and transfer of title/risk

7. Metering and Testing: Requirements for measuring delivered electricity and testing procedures

8. Billing and Payment: Payment terms, invoicing procedures, disputed bills, and payment security

9. Performance Security: Security obligations of both parties, including performance bonds or guarantees

10. Construction and Commercial Operation: Requirements for facility construction and achieving commercial operation date

11. Operating Requirements: Operating procedures, maintenance schedules, and performance standards

12. Force Majeure: Definition of force majeure events and consequences

13. Default and Termination: Events of default, cure periods, and termination rights

14. Liability and Indemnification: Allocation of risks and responsibilities between parties

15. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions

16. Governing Law: Specification of Nigerian law as governing law and relevant jurisdictional matters

Optional Sections

1. Change in Law: Provisions addressing changes in regulatory framework - include for long-term agreements or when regulatory environment is uncertain

2. Environmental Credits: Treatment of renewable energy credits or carbon credits - include for renewable energy projects

3. Grid Interface: Specific provisions for grid connection and compliance - include when seller is responsible for grid connection

4. Fuel Supply: Provisions regarding fuel supply and quality - include for thermal power plants

5. Step-in Rights: Lender's step-in rights and direct agreement provisions - include when project financing is involved

6. Local Content: Local content requirements and compliance - include when required by Nigerian regulations

7. Currency Conversion: Currency conversion and exchange rate provisions - include for international investments or foreign currency payments

Suggested Schedules

1. Technical Specifications: Detailed technical specifications of the power facility

2. Testing Procedures: Procedures for testing and commissioning the facility

3. Metering Specifications: Technical requirements for metering equipment and procedures

4. Tariff and Payment Calculations: Detailed methodology for calculating payments, including capacity and energy charges

5. Performance Standards: Required performance levels and calculation of liquidated damages

6. Operating Procedures: Detailed procedures for day-to-day operation and maintenance

7. Form of Performance Security: Template for performance bonds or guarantees

8. Interconnection Requirements: Technical requirements for grid interconnection

9. Insurance Requirements: Required insurance coverage and terms

10. Dispute Resolution Procedures: Detailed procedures for dispute resolution and arbitration

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Energy

Power Generation

Utilities

Infrastructure

Renewable Energy

Industrial

Manufacturing

Oil & Gas

Mining

Relevant Teams

Legal

Commercial

Operations

Regulatory Affairs

Finance

Risk Management

Technical Operations

Environmental Compliance

Business Development

Project Management

Energy Trading

Procurement

Relevant Roles

General Counsel

Energy Project Manager

Power Plant Manager

Commercial Director

Legal Counsel

Regulatory Compliance Officer

Chief Financial Officer

Technical Operations Manager

Business Development Manager

Risk Manager

Environmental Compliance Manager

Contract Administrator

Energy Trading Manager

Chief Technical Officer

Investment Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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