[●]Wind Farm

Design and Construction Agreementbetween

[●]

and

Vestas ……………

[●] ,201……

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TABLE OF CONTENTS

1. DEFINITIONS 11

2. PURPOSE 17

3. CONTRACTOR OBLIGATIONS 17

3.1 Contractor Security 17

3.2 Permits 173.2.1 Contractor Permits 173.2.2 List of Permits 17

3.3 Contractor’s Documents. Employer’s approval. 173.3.1 Deliver to the Employer 183.3.2 Contractor’s Documents requirement 183.3.3 Fail to issue the Contractor’s Documents 183.3.4 Employer’s Approval 18

3.4 Insurance 18

3.5 Contractor Works 183.5.1 Civil Works 183.5.2 Electrical Works 203.5.3 Packing, Transporting and Unloading 223.5.4 Civil Works Tests and Electrical Works Tests 223.5.5 Personnel, Contractor’s Equipment, Goods and Consumables 223.5.6 Removal of Rubbish 223.5.7 Guarding 23

3.6 Standards of Performance 233.6.1 General 233.6.2 Foundation Section 233.6.3 Civil Works 233.6.4 Electrical Works 23

3.7 Health and Safety and Working Hours 233.7.1 Employer’s and Contractor’s Health and Safety Plan. 233.7.2 Working Hours. 24

3.8 Reporting 243.8.1 Monthly Progress Reports 243.8.2 Monthly Progress Meetings 243.8.3 Recovery Plans and corrective actions 24

3.9 Compliance with Law 25

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3.10 Information Provided by Employer 253.10.1 Review by the Contractor 253.10.2 Road, Crane Pad and Hardstand Specifications 253.10.3 Inaccuracy 25

3.11 Maintenance Works 26

3.12 Liens 263.12.1 No Liens allowed 263.12.2 Employer’s Indemnity 263.12.3 Direct payment and deduction from the amounts owed to the Contractor 26

3.13 Design Responsibility 263.13.1 General Design Obligations 263.13.2 Compliance with good technical standards and applicable laws and regulations. 273.13.3 As-Built Documents and operation and maintenance manuals 27

3.14 Design Errors 27

3.15 Inspection, Testing and Rejection. 273.15.1 Inspection 273.15.2 Factory Acceptance Tests 283.15.3 Rejection 293.15.4 Remedial Work 29

3.16 Contractor’s General Obligations 293.16.1 Design, Execution and Completion of the Contractor’s Works and Documents 293.16.2 Qualified Resources 303.16.3 All necessary other works 303.16.4 Adecuacy, stability and safety. 303.16.5 Details to be submitted by the Contractor 30

3.17 Technical data and Information 303.17.1 Possession of all necessary information 303.17.2 Interpretation by the Contractor 313.17.3 Technical Specifications 31

3.18 Cooperation on Site 31

3.19 Quality Assurance 31

3.20 Progress Report 32

3.21 Contractor’s care of the Contractor Works 32

4. EMPLOYER OBLIGATIONS 32

4.1 Payment 32

4.2 Insurance 33

4.3 Access to the Site 33

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4.4 Permits 33

4.5 Permanent Wind Farm Energisation 33

5. TIME 33

5.1 Time for Completion 33

5.2 Excusable Events 33

5.3 Consequences of Excusable Events 34

5.4 Delays in the Milestones set forth in the Time Schedule 345.4.1 Liquidated Damages for Delay 345.4.2 Delay damages by milestone 355.4.3 Invoicing 355.4.4 Payment 35

6. TEST ON COMPLETION AND TAKE OVER 35

6.1 Civil Works 356.1.1 Previous Test 356.1.2 Failure to pass the Tests 366.1.3 Civil Works Take Over 366.1.4 Take Over Certificate 366.1.5 Remedying of Minor Defects 36

6.2 Electrical Works 376.2.1 Previous Commissioning Tests 376.2.2 Electrical Works Commissioning Completion Certificate 376.2.3 Electrical Works Reliability Test 376.2.4 Failure to Pass the Tests 386.2.5 Electrical Works Take Over Certificate 386.2.6 Remedying of Minor Defects 38

6.3 Transfer of Title and Risk 39

7. PRICE AND PAYMENTS 39

7.1 Price 39

7.2 Payments 40

7.3 Method of Payment 40

7.4 Delayed Payment 41

8. VARIATION AND ADJUSTMENTS 41

8.1 Right to vary 41

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8.2 Variation Procedure 41

9. PRODUCT WARRANTIES 42

9.1 Defects Warranty and Completion of Remedying Defects 42

9.2 Defect Notification Period 43

9.3 Extension of the Defect Notification Period 43

9.4 Failure to remedy Defects 43

9.5 Further tests 44

9.6 Technical Assistance 44

9.7 Warranty Limitations and Exclusions 44

10. FORCE MAJEURE 44

10.1 Definitions and Events of Force Majeure 44

10.2 Effects of Force Majeure 45

11. INDEMNIFICATIONS 46

11.1 Indemnifications by the Contractor 46

11.2 Indemnifications by the Employer 46

11.3 Indemnification Procedure 46

12. TERM OF THIS AGREEMENT 47

13. SUSPENSION 4813.1.1 Suspension by the Contractor 4813.1.2 Suspension by the Employer 4813.1.3 Re-commence of the performance of the Contractor Works 48

14. TERMINATION OF THIS AGREEMENT 48

14.1 Termination by the Employer 48

14.2 Consequences of Termination by the Employer 49

14.3 Termination by the Contractor 50

14.4 Consequences of Termination by the Contractor 51

14.5 Termination of Turnkey Agreement. Employer’s Right of Termination 52

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15. CONTRACTUAL LIABILITY 52

15.1 Contractual Liability 5215.1.1 Maximum Liabitlity 52

16. INSURANCE 52

16.1 General Requirements for Insurance Coverage 52

16.2 Construction All Risk Insurance 53

16.3 Third Party Liability 54

16.4 Insurance for Injuries to Workers 55

16.5 Automobile Insurance 55

16.6 Other Required Insurance 55

17. OTHER COVENANTS 55

17.1 Confidentiality 55

17.2 Public Announcements 56

17.3 Assignment 56

17.4 Complete Agreement 56

17.5 Severability 56

17.6 Amendments 56

17.7 Independence 57

17.8 Personal Data Protection 57

17.9 Annexes 57

17.10 Subcontracting 57

17.11 Language 57

17.12 Notices 58

17.13 Rules of Interpretation 59

17.14 Privity 59

18. APPLICABLE LAW AND DISPUTES 59

18.1 Applicable Law 59

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18.2 Dispute Resolution and Arbitration 59

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List of Annexes

Annex 1 Design Information and Requirements from EmployerAnnex 1.1 Preliminary Site LayoutAnnex 1.2 WTG LocationsAnnex 1.3 Site Soil SurveyAnnex 1.4 Man-made ObstaclesAnnex 1.5 Road, Crane Pad and Hardstand Specifications for Vestas MW TurbinesAnnex 1.6 Foundation LoadsAnnex 1.7 Foundation SectionAnnex 1.8 Warehouse and Site Facilities RequirementsAnnex 1.9 Other Civil Works RequirementsAnnex 1.10 Substation Specification for Civil WorksAnnex 1.11 WTG Electrical DataAnnex 1.12 WTG SwitchgearsAnnex 1.13 Vestas Earthing SystemAnnex 1.13.1 Foundation EarthingAnnex 1.13.2 Quality Control of Foundation EarthingAnnex 1.13.3 Earthing Between Wind TurbinesAnnex 1,13.4 Quality Control of Earthing Between Wind TurbinesAnnex 1.13.5 Equipotential Connection on CablesAnnex 1.13.6 Quality Control of Equipotential Connection on CablesAnnex 1.13.7 Additional Earthing RequirementsAnnex 1.14 SCADA SystemAnnex 1.14.1 Server Building RequirementsAnnex 1.14.2 Tyco Box Installation InstructionAnnex 1.14.3 Optical Fiber Lengths and LossesAnnex 1.14.4 Cable Layout DetailsAnnex 1.14.5 Optical Fiber Network Purchase SpecificationAnnex 1.14.6 VGMSIII General SpecificationAnnex 1.14.7 VGMSIII Wiring ConnectionsAnnex 1.14.8 VestasPLC General SpecificationAnnex 1.14.9 VestasPLC I/O Signal ListAnnex 1.15 Information for Electrical WorksAnnex 1.16 Electrical Metering SystemAnnex 1.17 Electrical Infrastructure Related RequirementsAnnex 1.18 Employer’s Health and Safety Plan[Annex 1.19 Grid Requirements]1

[Annex 1.20 Transmission Line Requirements] 2

[Annex 1.21 Transport Survey] 3

Annex 2 Civil WorksAnnex 2.1 Final Site LayoutAnnex 2.2 Site and Access Roads and Crane Pad SpecificationsAnnex 2.3 Cable Trench SpecificationAnnex 2.4 Substation – Civil WorksAnnex 2.5 Tower Foundation SpecificationAnnex 2.6 Warehouse and Site FacilitiesAnnex 2.7 Other Civil WorksAnnex 2.8 Scheduled Maintenance of Civil Works

1 To be deleted if Vestas is not responsible for grid compliance under the Turnkey Agreement.2 To be deleted if Vestas is not responsible for design and construction of transmission lines under the Turnkey Agreement.3 To be deleted if Vestas is not responsible for changes to roads, etc. under the Turnkey Agreement.

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Annex 3 Electrical WorksAnnex 3.1 Substation – Electrical WorksAnnex 3.1.1 Substation Single-line DiagramAnnex 3.2 Power Collector System Annex 3.2.1 Power Collector System Single-line DiagramAnnex 3.3 Wind Farm Earthing SystemAnnex 3.4 Scheduled Maintenance of Electrical Works[Annex 3.5 Grid Compliance] 4

[Annex 3.6 Transmission Lines] 5

Annex 4 PermitsAnnex 4.1 Employer PermitsAnnex 4.2 Contractor Permits

Annex 5 TimeAnnex 5.1 Time Schedule

Annex 6 PriceAnnex 6.1 Price SpecificationAnnex 6.2 Payment ScheduleAnnex 6.3 Rate and Cost Schedule

Annex 7 Documents to be Executed and DeliveredAnnex 7.1 Form of Contractor SecurityAnnex 7.2 Form of Notice of Commencement of Civil WorksAnnex 7.3 Form of Notice of Commencement of Electrical WorksAnnex 7.4 Form of Completion Certificate (Delivery of Power Cables)Annex 7.5 Form of Completion Certificate (Installation of Main Transformer)Annex 7.6 Planarity TestAnnex 7.7 Form of Completion Certificate (Planarity Test)Annex 7.8 Form of Completion Certificate (Construction of Roads and Crane Pads)Annex 7.9 Civil Works Test – General TestAnnex 7.10 Form of Civil Works Take Over Certificate (General)Annex 7.11 Civil Works Test – Substation TestAnnex 7.12 Form of Civil Works Take Over Certificate (Substation)Annex 7.13 Electrical Works Commissioning TestAnnex 7.14 Form of Electrical Works Commissioning Completion CertificateAnnex 7.15 Electrical Works Reliability TestAnnex 7.16 Form of Electrical Works Take Over CertificateAnnex 7.17 Non-Disclosure Agreement

Annex 8 InsuranceAnnex 8.1 Contractor’s InsurancesAnnex 8.2 Employer’s Insurances

Annex 9 Contractor’s DocumentsAnnex 9.1 List of Contractor’s DocumentsAnnex 9.2 Contractor’s Health and Safety Plan

4 To be deleted if Vestas is not responsible for grid compliance under the Turnkey Agreement.5 To be deleted if Vestas is not responsible for design and construction of transmission lines under the Turnkey Agreement.

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Annex 10 SubcontractorsAnnex 10.1 Approved Subcontractors

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PREAMBLE

This Design and Construction Agreement is executed in [●]6, on [●]7, 201[●]8 (“Effective Date”).

BY AND BETWEEN

[●]9, having its registered office at [●], registration no. [●], tax identification number [●], a company organised under the laws of [●] and duly represented by [●] (the “Contractor”),

AND

Vestas ………………, having its registered office at …………………, registration no. ………………, tax identification number ……………………, a company organised under the laws of ……………… and duly represented by ……………………… (the “Employer”).

RECITALS

A. The Contractor is a company engaged in the design and construction of civil works and electrical works at wind power electric generation facilities.

B. The Employer is a company engaged in the supply and installation of wind turbine generators, the construction of wind farms and the maintenance and servicing thereof.

C. The Employer and [_____________] (the “Owner”) have entered into that certain Turnkey Agreement, dated [_________], (the “Turnkey Agreement”) pursuant to which Employer has agreed to deliver a turnkey windfarm to be located in [●]10.

D. The Employer wishes to engage the Contractor, on the terms and conditions herein set forth, to design and construct civil and electrical works for the Wind Farm, and the Contractor wishes to be so engaged in consideration of the payment of the Price.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the Employer and the Contractor hereby AGREE AS FOLLOWS:

6 Insert name of city where the Agreement is executed.7 Insert date of execution.8 Insert the year execution.9 Insert, here and further in same paragraph, details of the Contractor.10 Insert name of the place of the project.

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1. DEFINITIONS

“Access Roads” means the roads between the Public Roads and the Site Roads as more particularly described in Annex 2.1 [Final Site Layout];

“Agreement” means this agreement, all its Annexes and the Technical Specifications;

“Annex” means an annex attached to, and being a part of, this Agreement;

“Applicable Law” means the laws of [●]11;

“Approved Subcontractor”

means the Subcontractors set forth on Annex 10.1 [Approved Subcontractors];

“Blade Set” means a hub and a complete set of three (3) blades for a Wind Turbine;

“Business Day” means any Day other than Saturdays, Sundays and bank holidays in the [country/countries/region]12 where (i) the Wind Farm is to be located or (ii) the Employer is located;

“Change in Control” means, with respect to a Party, a transaction or series of transactions where the parties who have the power to directly or indirectly control the management and policies of such Party cease to have the power to directly or indirectly control the management and policies of such Party as a result of such transaction or series of transactions, including, with respect to a Party, a transaction or series of transactions where the parties who directly or indirectly held more than fifty percent (50%) of the equity ownership of a Party prior to such transaction or series of transactions directly or indirectly hold less than fifty percent (50%) of the equity ownership of such Party as a result of such transaction or series of transactions;

“Civil Works” means the Substation Civil Works and the General Civil Works;

“Civil Works Take Over” means the take over by the Employer of the applicable Civil Works as evidenced by the issuance of the Civil Works Take Over Certificate;

“Civil Works Take Over Certificate”

means (i) with respect to the General Civil Works, a certificate evidencing the Civil Works Take Over to be issued in the form set out in Annex 7.10 [Form of Civil

11 Insert the law which shall govern the Agreement.12 Insert as applicable.

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Works Take Over Certificate (General)] and (ii) with respect to the Substation Civil Works, a certificate evidencing the Civil Works Take Over to be issued in the form set out in Annex 7.12 [Form of Civil Works Take Over Certificate (Substation)];

“Civil Works Test” means (i) with respect to the General Civil Works, the test described in Annex 7.9 [Civil Works Test – General Test] and (ii) with respect to the Substation Civil Works, the test described in Annex 7.11 [Civil Works – Substation Test];

“Contractor” has the meaning set forth in the preamble;

“Contractor Security” means the security issued on behalf of the Contractor in the form attached as Annex 7.1 [Form of Contractor Security] to secure the obligations of the Contractor under this Agreement;

“Contractor Works” means the design, construction and testing of the Civil Works and Electrical Works, all as more particularly described in clauses 3 and 6, and all works to be executed by the Contractor under this Agreement;

“Contractor’s Documents”

means the documents to be delivered by the Contractor to the Employer, as more particularly set out in Annex 9.1 [List of Contractor’s Documents];

“Contractor’s Equipment”

means all apparatus, machinery, cranes, vehicles, tools and other items required by the Contractor for the execution and completion of the obligations of the Contractor hereunder and remedying of any Defects, excluding the Site Roads, Access Roads, Crane Pads and any other items intended to form a permanent part of the Wind Farm;

“Contractor’s Health and Safety Plan”

means the health and safety plan prepared by the Contractor, attached as Annex 9.2 [Contractor’s Health and Safety Plan], which is in compliance with the general provisions of the Employer’s Health and Safety Plan and can be attached to the Employer’s Health and Safety Plan;

“Crane Pad” means a hardstand area in the vicinity of each WTG Location designated for the crane operations and for short time storage of WTG components and tools brought to the Site by the Contractor, all in connection with the erection or maintenance of a Wind Turbine and which meets the minimum requirements set out in Annex 1.5 [Road, Crane Pad and Hardstand Specifications for Vestas MW Turbines];

“Day” means a calendar day;

“Defect” means any defect in the design, materials or manufacture

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of the Civil Works or Electrical Works or any defect in the Civil Works or Electrical Works caused by the Contractor’s performance of the Contractor Works;

“Defect Notification Period”

has the meaning set forth in subclause 9.2;

“Effective Date” has the meaning set forth in the preamble;

“Electrical Works” means the works referred to in subclause 3.5.2;

“Electrical Works Commissioning Completion Certificate”

means a certificate evidencing the successful completion of the Electrical Works Commissioning Test to be issued in the form set out in Annex 7.14 [Form of Electrical Works Commissioning Completion Certificate];

“Electrical Works Commissioning Test”

means the commissioning test of the Electrical Works described in Annex 7.13 [Electrical Works Commissioning Test];

“Electrical Works Reliability Test”

means the test of the Electrical Works described in Annex 7.15 [Electrical Works Reliability Test];

“Electrical Works Take Over”

means the take over by the Employer of the Electrical Works as evidenced by the issuance of the Electrical Works Take Over Certificate;

“Electrical Works Take Over Certificate”

means a certificate evidencing the Electrical Works Take Over to be issued in the form set out in Annex 7.16 [Form of Electrical Works Take Over Certificate];

“Electrical Works Test” means (i) the Electrical Works Commissioning Test which is

successfully performed when each point in Annex 7.14 [Electrical Works Commissioning Test] is completed, and

(ii) the Electrical Works Reliability Test;

“Employer” has the meaning set forth in the preamble;

“Employer CAR” has the meaning set forth in subclause 16.2.1;

“Employer Competitor” means(i) any wind turbine manufacturer or a company which

provides service and maintenance of wind turbines, (ii) any company who is owned or controlled by a wind

turbine manufacturer or a company which provides service and maintenance of wind turbines, directly or indirectly or

(iii) any company who owns or controls a wind turbine manufacturer or a company which provides service and maintenance of wind turbines, directly or indirectly;

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“Employer’s Health and Safety Plan”

means the health and safety plan prepared by the Employer and attached as Annex 1.18 [Employer’s Health and Safety Plan];

“Excusable Event” has the meaning and effect set forth in subclauses 5.2 and 5.3;

“Force Majeure” means an event of force majeure as more particularly described in subclause 10.1;

“Foundation Section” means the steel section to be embedded in the Tower Foundation as more particularly described in Annex 1.7 [Foundation Section];

“General Civil Works” means the works referred to in subclause 3.5.1 other than the Substation Civil Works;

“ICC” means the International Chamber of Commerce;

“Indemnified Party” has the meaning set forth in subclause 11.3.1;

“Indemnifying Party” has the meaning set forth in subclause 11.3.1;

“Lien” means, with respect to any property or asset, any mortgage, deed of trust, lien, pledge, charge, security interest, or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected or effective under applicable law, as well as the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset;

“Main Contract” Means the contract signed beween the Employer and its final client.

“Milestone Payment” means a payment in the Payment Schedule in Annex 6.2 [Payment Schedule] referred to therein as a “Milestone Payment”;

“Nacelle” means the turbine nacelle component of a Wind Turbine, including gearbox, generator, blade pitch controls, and nacelle yaw controls, and associated control and ancillary equipment, but excluding the Blade Set and Tower;

“Owner” has the meaning set forth in the recitals;

“Parties” means, together, the Employer and the Contractor;

“Party” means, separately, the Employer or the Contractor, as applicable;

“Payment Schedule” means the payment schedule set out in Annex 6.2

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[Payment Schedule];

“Permanent Wind Farm Energisation”

means the unconditional electrical connection of the external power system to the Wind Farm, at the PCC, allowing the electrical parameters (including voltage and frequency) at the PCC to be within the limits suitable for the correct operation of the Wind Farm in every load condition, whether the Wind Farm is receiving or generating electricity;

“Permits” means all permits, licenses, authorisations, grants, environmental approvals, building permits and all other consents, way leaves and approvals to be granted, or obtained whether from a public or private authority or company, all in accordance with the legislation applicable in the country of the Site or on the Site;

“Point of Common Coupling” or “PCC”

means the physical connection point at substation level between the power system of the Wind Farm and the external power system (owned by the utility or operator), as more particularly described in Annex 3.1 [Substation – Electrical Works]13;

“Price” means the price set forth in subclause 7.1 and specified in Annex 6.1 [Price Specification] to be paid in accordance with the Payment Schedule. The Price can be adjusted in accordance with this Agreement;

“Project” Means the design, manufacture, site delivery, erection, commissioning and guarantee of mechanical and electrical equipment for the construction of the ……… Wind Farm in ……………, for which the Employer has entered into the Main Contract.

“Public Roads” means any road, which is maintained by the local or national authorities and which is in common use by the travelling public;

“Site” means the plot of land within the borders of which the Wind Farm shall be constructed and installed, as detailed in Annex 2.1 [Final Site Layout];

“Site Roads” means the roads on the Site as more particularly set out in Annex 2.1 [Final Site Layout];

“Subcontractor” means any party contracted by the Contractor to perform part of the Contractor Works;

“Substation Civil Works” means the works referred to in subclause 3.5.1.f;

“Technical Specifications”

Means any documents that specify the purpose and scope of the Works for the Projects, and any technical clriteria

13 Check that the Point of Common Coupling is described in Annex 3.1 [Substation – Electrical Works].

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used for the implementation of Works.

“Third Party Controversy”

has the meaning set forth in subclause 18.3.1;

“Time for Completion” means the number of Business Days between the Effective Date and the later of the scheduled date of Civil Works Take Over and the scheduled date of Electrical Works Take Over, as more particularly set out in the Time Schedule;

“Time Schedule” means the time schedule set out in Annex 5.1 [Time Schedule];

“Tower” means a steel tubular tower with a height of [●]14 meters, on which a Wind Turbine will be mounted, including [service lifts]15 ladders, platforms, internal lighting and safety equipment and all parts and assemblies necessary for a complete turbine tower, each as provided by the Employer to the Owner pursuant to the Turnkey Agreement;

“Tower Foundation” means the foundation of the Tower, as more particularly described in Annex 1.7 [Foundation Section];

“Turnkey Agreement” has the meaning set forth in the recitals;

“Variation” has the meaning set out in clause 8;

“Wind Farm” means the wind farm located in [●]16 at which the Contractor Works are performed, including the WTGs, Towers and surveillance monitoring system provided by the Employer and the Contractor Works;

“Wind Turbine” or “WTG”

means a Vestas V[●]-[●]17kW model, IEC [●]18 class wind turbine generator, each including a Nacelle, Blade Set, controller, control panels, and anemometers, each as provided by the Employer to the Owner pursuant to the Turnkey Agreement;

“WTG Location” means the geographical location of each WTG, as specified by its coordinates set forth in Annex 1.2 [WTG Locations];

“Year” means three hundred sixty five (365) Days.

14 Insert the height of the Tower.15 Delete if the Owner does not purchase Service Lifts pursuant to the Turnkey Agreement.16 Insert city and province/country of the project.17 Insert number of the relevant Vestas wind turbine.18 Insert the relevant IEC class.

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2. PURPOSE

The Contractor agrees to perform the Contractor Works in consideration of its receipt of the Price from the Employer, all subject to and in accordance with the terms and conditions of this Agreement.

The Contractor shall execute the Contractor Works which shall include the design, material procurement, manufacturing, tests and control during execution, Trial operation Supervision, warranty obligations and all necessary work to be executed by the Contractor in accordance with the Agreement.

The Contractor shall carry out the execution of the Contractor Works in a proper workmanlike and careful manner, in accordance with recognized good practice and according to the Agreement.

3. CONTRACTOR OBLIGATIONS

3.1 Contractor Security

3.1.1 In order to guarantee the obligations of the Contractor under this Agreement, the Contractor shall provide the Contractor Security on the Effective Date. The Contractor shall be responsible for all costs of obtaining and maintaining the Contractor Security until completion of the Contractor Works. If the Price increases as a result of a Variation or otherwise, the Contractor shall amend the Contractor Security so it also guarantees such increase of the Price.

3.2 Permits

3.2.1 Contractor PermitsThe Contractor shall have obtained, been granted, or have procured all the Permits necessary for the performance of the Contractor Works and for the remedying of Defects in relation to the Contractor Works, except for those Permits that are set forth in Annex 4.1 [Employer Permits].

3.2.2 List of PermitsA non-exhaustive list of the Permits that the Contractor shall obtain as a minimum is set out in Annex 4.2 [Contractor Permits]. The Contractor has obtained those Permits listed under the heading “Permits obtained prior to the Effective Date” in Annex 4.2 [Contractor Permits]. The Contractor shall obtain all other Permits, to be obtained by the Contractor, on or before the date by which such Permit is required in order not to delay the Contractor in performing its obligations under this Agreement.

3.3 Contractor’s Documents. Employer’s approval.

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3.3.1 Deliver to the EmployerThe Contractor shall deliver the Contractor’s Documents to the Employer. The Contractor’s Documents are either already attached in the Annexes or they shall be delivered at the time, and in the form, stated in Annex 9.1 [List of Contractor’s Documents]. The Contractor’s Documents shall include the as-built documentation, factory test reports and on-site test reports for each of the Civil Works and the Electrical Works.

3.3.2 Contractor’s Documents requirementThe Contractor’s Documents shall comprise, but shall not be limited to, the technical documents specified in the Technical Specifications under the Agreement, the documents required to satisfy all regulatory approvals, and the documents described in this Agreement, and any other documents to be issued during execution of the Agreement. The Contractor’s documents shall be in English language.

3.3.3 Fail to issue the Contractor’s DocumentsThe Contractor shall prepare all Contractor’s Documents, and shall transmit to the Employer any documents that is deemed necessary for the purposes of the Contractor Works. Should the Contractor fail to issue within the specified time, previously agreed, a document that is reasonably required by the Employer, the Employer shall be entitled to the payment of any costs incurred by such failure or delay, unless Clause 11 to the late delivery of such documents are applied.

The Employer may within twenty five (25) days give notice to the Contractor that a Contractor’s Document fails to comply with the Agreement. If a Contractor’s Document so fails to comply, it shall be rectified, resubmitted and reviewed (and if specified, approved) in accordance with this Sub-clause, at the Contractor’s Cost, within one (1) week.

3.3.4 Employer’s ApprovalNo Works shall be executed until the Employer has approved or reviewed the relevant Contractor’s Documents. Such review and approval shall promptly be notified by the Employer to the Contractor.

Any such approval or consent, or any review (under this Sub-Clause or otherwise) shall not relieve the Contractor from any obligation or responsibility.

3.4 Insurance

The Contractor shall take out the insurances in accordance with clause 16.

3.5 Contractor Works

3.5.1 Civil Works

The Contractor shall execute and deliver to the Employer the completed Annex 7.2 [Form of Notice of Commencement of Civil Works] upon commencement of the civil works on the Site. The Contractor shall perform the civil works under this Agreement in accordance with the Time Schedule. The Civil Works shall include the following:

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a. development of the final layout for the Site as provided in Annex 2.1 [Final Site Layout]. The final layout for the Site shall be based on the preliminary layout for the Site set forth in Annex 1.1 [Preliminary Site Layout];

b. design of the Access Roads and Site Roads as provided in Annex 2.2 [Site and Access Roads and Crane Pad Specifications]. The Contractor shall construct the Access Roads and Site Roads in accordance with Annex 2.2 [Site and Access Roads and Crane Pad Specifications] at the locations set forth in Annex 2.1 [Final Site Layout]. The design and construction of the Access Roads and Site Roads shall comply with the specifications set forth in Annex 1.5 [Road, Crane Pad and Hardstand Specifications for Vestas MW Turbines] and with any relevant information provided in any other Annex of this Agreement;

c. design of trenches as provided in Annex 2.3 [Cable Trench Specification]. The Contractor shall construct the trenches in accordance with Annex 2.3 [Cable Trench Specification] at the locations set forth in Annex 2.1 [Final Site Layout]. The Contractor shall place the power cables, earth conductors and fiber optic cables in the trenches and thereafter backfill such trenches;

d. design of Crane Pads, storage areas, lay-by areas and office area as provided in Annex 2.2 [Site and Access Roads and Crane Pad Specifications]. The Contractor shall construct the Crane Pads, storage areas, lay-by areas and office areas in accordance with Annex 2.2 [Site and Access Roads and Crane Pad Specifications] at the locations set forth in Annex 2.1 [Final Site Layout]. The design and construction of the Crane Pads shall comply with the specifications set forth in Annex 1.5 [Road, Crane Pad and Hardstand Specifications for Vestas MW Turbines] and with any relevant information provided in any other Annex of this Agreement;

e. design of Tower Foundations as provided in Annex 2.5 [Tower Foundation Specification]. The Contractor shall construct the Tower Foundations in accordance with Annex 2.5 [Tower Foundation Specification] at the WTG Locations. The Contractor shall embed the Foundation Sections in the Tower Foundations and perform planarity tests for each Tower Foundation in accordance with Annex 7.6 [Planarity Test]. Promptly following completion of the planarity tests, the Contractor shall provide the results of such tests to the Employer. The design and construction of the Tower Foundations shall comply with the specifications set forth in Annex 1.6 [Foundation Loads] and Annex 1.7 [Foundation Section] and with any relevant information provided in any other Annex of this Agreement;

f. design of the civil works related to the substation as provided in Annex 2.4 [Substation - Civil Works]. The Contractor shall construct the substation in accordance with Annex 2.4 [Substation - Civil Works] at the locations set forth in Annex 2.1 [Final Site Layout]. The design and construction of the substation shall comply with the specifications set forth in Annex 1.10 [Substation Specification for Civil Works] and with any relevant information provided in any other Annex of this Agreement;

g. design of a warehouse and site facilities as provided in Annex 2.6 [Warehouse and Site Facilities]. The Contractor shall construct the warehouse in accordance with Annex 2.6 [Warehouse and Site Facilities] at the location set forth in Annex 2.1 [Final Site Layout]. The design and

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construction of the warehouse and site facilities shall comply with the specifications set forth in Annex 1.8 [Warehouse and Site Facilities Requirements] and with any relevant information provided in any other Annex of this Agreement; and

h. design fences, gates and other items as provided in Annex 2.7 [Other Civil Works]. The Contractor shall construct the fences, gates and other items in accordance with Annex 2.7 [Other Civil Works]. The design and construction of the fences, gates and other items shall comply with the specifications set forth in Annex 1.9 [Other Civil Works Requirements] and with any relevant information provided in any other Annex of this Agreement.] 19.

i. Any other civil works related the Purpose of this Agreement.

3.5.2 Electrical Works

The Contractor shall execute and deliver to the Employer the completed Annex 7.3 [Form of Notice of Commencement of Electrical Works] upon commencement of the electrical works on the Site. The Contractor shall perform the electrical works under this Agreement in accordance with the Time Schedule and such electrical works shall comply with the IEC standards, local electrical standards and any electrical requirements from the grid operator. The Electrical Works shall include the following:

a. design of the electrical works in the substation up to the Point of Common Coupling, as provided in Annex 3.1 [Substation - Electrical Works] and 3.1.1 [Substation Single-line Diagram]. The Contractor shall construct the electrical works in the substation up to the Point of Common Coupling in accordance with Annex 3.1 [Substation – Electrical Works] and 3.1.1 [Substation Single-line Diagram]. The design and construction of the electrical works in the substation shall comply with the specifications set forth in Annex 1.13 [Vestas Earthing System], Annex 1.14 [SCADA System], Annex 1.15 [Information for Electrical Works], Annex 1.16 [Electrical Metering System], Annex 1.17 [Electrical Infrastructure Related Requirements], [Annex 1.19 [Grid Requirements]]20 and with any relevant information provided in any other Annex of this Agreement.

b. design of a [x]21 KV power collector system, including all power cables, switchgears, earthing system, as set out in Annex 3.2 [Power Collector System] and Annex 3.2.1 [Power Collector System Single-line Diagram]. The Contractor shall construct the power collector system as set out Annex 3.2 [Power Collector System] and and Annex 3.2.1 [Power Collector System Single-line Diagram] and connect the WTGs by power cables as described in Annex 3.2.1 [Power Collector System Single-line Diagram]. The design and construction of the power collector system shall comply with the specifications set forth in Annex 2.1 [Final Site Layout], Annex 1.2 [WTG Locations], Annex 1.11 [WTG Electrical Data], Annex 1.12 [WTG Switchgears], Annex 1.13 [Vestas Earthing System], Annex 1.14 [SCADA System], Annex 1.15

19 To be deleted if no such additional Civil Works are provided.20 To be deleted if Vestas is not responsible for grid compliance under the Turnkey Agreement.21 Insert the relevant data of the electrical collection system.

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[Information for Electrical Works], Annex 1.16 [Electrical Metering System], Annex 1.17 [Electrical Infrastructure Related Requirements], [Annex 1.19 [Grid Requirements]]22 and with any relevant information provided in any other Annex of this Agreement;

c. design of the earthing system for each of the substation, [met masts, collecting cabinet]23 and the Wind Turbines as described in Annex 3.3 [Wind Farm Earting System]. The Contractor shall construct the earthing system of the Wind Farm as described in Annex 3.3 [Wind Farm Earthing System]. The design and construction of the earthing system of the substation and the Wind Farm shall comply with the specifications set forth in Annex 1.11 [WTG Electrical Data], Annex 1.13 [Vestas Earthing System], Annex 1.13.1 [Foundation Earthing], Annex 1.13.3 [Earthing Between Wind Turbines], Annex 1.13.5 [Equipotential Connection on Cables], Annex 1.13.7 [Additional Earthing Requirements], Annex 1.15 [Information for Electrical Works], Annex 2.4 [Substation – Civil Works], Annex 2.5 [Tower Foundation Specification] and with any relevant information provided in any other Annex of this Agreement. The Contractor shall perform quality controls of the earthing system of the Wind Turbines according to Annex 1.13.2 [Quality Control of Foundation Earthing], Annex 1.13.4 [Quality Control of Earthing Between Wind Turbines] and Annex 1.13.6 [Quality Control of Equipotential Connection on Cables]. Promptly following completion of such quality controls, the Contractor shall provide the results of such controls to the Employer. When the earthing system is constructed and the power collector system and substation are ready for operation, then the Contractor shall provide a report to the Employer which shall include measurements of the earth resistance, the step and touch voltage (if any) and the interference with the closest earthing systems (if any). Such report shall also describe the method of measuring and the technical characteristics of the measuring equipment. The measurements and the method of measuring shall be in accordance with the relevant IEC standards and any local relevant standards; and

d. supply and lay-down in the trenches the optical fiber cables as set out in the relevant purchase specification of Annex 1.14 [SCADA System], Annex 1.14.4 [Cable Layout Details] and Annex 1.14.5 [Optical Fiber Network Purchase Specification]. The fiber optic cable shall be placed in accordance with Annex 2.1 [Final Site Layout] and Annex 2.3 [Cable Trench Specification]. The Contractor shall provide voltage and current signal to the VGMS in accordance with Annex 1.14.6 [VGMSIII General Specification] and Annex 1.14.7 [VGMSIII Wiring Connections] and connect the external input/output signal to the Vestas PLC as described in Annex 1.14.8 [VestasPLC General Specification] and Annex 1.14.9 [VestasPLC I/O Signal List]. Following connection of the optical fiber cable into the patch box in the Wind Turbine and substation, the Contractor shall perform the test of the fiber optical cables described in section 11 of Annex 1.14.5 [Optical Fiber Network Purchase Specification] and provide all related test reports to the Employer.

e. [design of the equipment, installations and procedures necessary to ensure that the Wind Farm is compliant with the grid requirements as

22 To be deleted if Vestas is not responsible for grid compliance under the Turnkey Agreement.23 Include or delete as applicable.

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provided in Annex 1.19 [Grid Requirements] and with any relevant information provided in any other Annex of this Agreement. The Contractor shall construct the equipment and perform the installations and procedures described in Annex 3.5 [Grid Compliance].]24

f. design of the transmission lines as provided in Annex 3.6 [Transmission Lines]. The Contractor shall construct the transmission lines at the locations set forth in Annex 2.1 [Final Site Layout]. The design and construction of the transmission lines shall comply with the requirements set forth in Annex 1.20 [Transmission Line Requirements] and with any relevant information provided in any other Annex of this Agreement.] 25

g. Any other civil works related the Purpose of this Agreement.

When the Electrical Works are constructed and finished then it must be capable of providing electricity from the WTGs to the transmission line and from the transmission line to the WTGs, as applicable, in every load condition of the WTGs, whether generating or receiving electricity.

3.5.3 Packing, Transporting and Unloading

The Contractor shall pack and subsequently transport all materials, equipment, goods and consumables necessary in connection with the Contractor Works from their applicable place of manufacture to the Site.

The Contractor shall perform all changes and upgrades to roads, associated road furniture, bridges, port piers, temporary stock areas or similar on the transportation route set out in Annex 1.21 [Transport Survey] in accordance with the Time Schedule.]26

3.5.4 Civil Works Tests and Electrical Works Tests

Following the construction of each of the Civil Works and Electrical Works, the Contractor shall perform the Civil Works Tests and the Electrical Works Tests, as applicable, as more particularly described in subclauses 6.1 and 6.2.

3.5.5 Personnel, Contractor’s Equipment, Goods and Consumables

The Contractor shall provide all personnel, equipment, goods and consumables necessary for the Contractor to execute and complete its obligations under this Agreement.

3.5.6 Removal of Rubbish

After completing the Civil Works Tests and the Electrical Works Tests, the Contractor shall clear away and remove from the Site any wreckage or rubbish brought to the Site by the Contractor or its Subcontractors and which is no longer required. If the Contractor has not performed cleanup after any relevant work within [thirty (30)]27 days after completion of 24 To be deleted if Vestas is not responsible for grid compliance under the Turnkey Agreement.25 To be deleted if Vestas is not responsible for construction of transmission lines under the Turnkey Agreement.26 To be deleted if Vestas is not responsible for changes to roads, etc. under the Turnkey Agreement.27 Amend if necessary.

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such work, the Employer shall have the right to perform cleanup itself and charge the Contractor the actual cost thereof plus fifteen percent (15%).

3.5.7 Guarding

The Contractor shall guard the Site and ensure that access to the Site is allowed only to the Contractor, the Employer, and such persons who are expressly or implicitly authorised by the Contractor or the Employer from the time that the Contractor commences work on the Site and until all of the Wind Turbines have been taken over by the Owner pursuant to the Turnkey Agreement.]28

3.6 Standards of Performance

3.6.1 General

The Contractor shall perform the Contractor Works in a diligent, skilled and first-class workmanlike manner and in compliance with all applicable laws, prudent industry practices and applicable manuals and work instructions. The Contractor Works shall, upon completion thereof, be fit for their intended use.

3.6.2 Foundation Section

Each Foundation Section shall, when casted in the applicable foundation, comply with Annex 1.7 [Foundation Section].

3.6.3 Civil Works

Without limiting any other provisions of this Agreement, the relevant Civil Works shall, on the date of the Civil Works Take Over, comply with the relevant annexes of Annex 2 [Civil Works] and with the requirements in subclause 3.5.1.

3.6.4 Electrical Works

Without limiting any other provisions of this Agreement, the relevant Electrical Works shall, on the date of the Electrical Works Take Over, comply with the relevant annexes of Annex 3 [Electrical Works] and with the requirements in subclause 3.5.2.

3.7 Health and Safety and Working Hours

3.7.1 Employer’s and Contractor’s Health and Safety Plan.The Employer’s Health and Safety Plan contains the general health and safety rules and regulations applicable in connection with the performance of any work on the Site and specific rules and regulations applicable to the erection and installation of the Wind Turbines. The Contractor’s Health and Safety Plan contains rules and regulations specifically relating to the performance of the Civil Works and the Electrical Works. The Contractor represents that it has prepared the Contractor’s Health and Safety Program in compliance with the Employer’s Health and Safety Program and with any applicable laws relating to health and safety and agrees that

28 To be deleted if Vestas is not responsible for guarding the Site under the Turnkey Agreement.

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the Contractor’s Health and Safety Plan will be attached to, and form a part of, the Employer’s Health and Safety Plan in the Turnkey Agreement.

When performing the Contractor Works on the Site, the Contractor shall comply with each of the Employer’s Health and Safety Plan and the Contractor’s Health and Safety Plan. If there are any conflicts between the provisions of the Employer’s Health and Safety Plan and the Contractor’s Health and Safety Plan, the Contractor shall immediately notify the Employer thereof, and the Employer shall instruct the Contractor in the manner of performance.]29 In addition, the Contractor shall provide the quality and safety documentation required to be provided by any Subcontractors pursuant to applicable laws on the Site in accordance with Annex 9.1 [List of Contractor’s Documents].

The Employer shall be entitled to prohibit access to the Site to any person, including the Contractor and its personnel, who does not, or will not, comply with the Employer’s Health and Safety Plan or the Contractor’s Health and Safety Plan.

If the Contractor fails to comply with the Employer’s Health and Safety Plan or the Contractor’s Health and Safety Plan after notice from the Employer, the Employer may perform any necessary work to correct the violation and deduct the actual cost plus fifteen percent (15%) from any amounts due to the Contractor in addition to all other remedies available to the Contractor.

3.7.2 Working Hours.The Contractor shall be allowed to work on the Site between the hours of 7.00 and 18.00 and on all Days that are not local bank holidays unless and to the extent prohibited by applicable laws or safety rules or standards.

3.8 Reporting

3.8.1 Monthly Progress ReportsThe Contractor shall provide monthly written progress reports to the Employer, which shall provide information regarding the status of the Contractor Works on the Site. Such progress reports shall be provided from the commencement of the Contractor Works on Site and until all parts of the Contractor Works are taken over.

3.8.2 Monthly Progress MeetingsThe Contractor and the Employer shall on a monthly basis following the Effective Date attend progress meetings with each other. At such progress meetings the Parties shall discuss the status and future plans in relation to the performance of the Contractor Works.

3.8.3 Recovery Plans and corrective actionsTime is of the essence in the performance of the Contractor’s obligations under this Agreement. If at any time the Employer finds that the Contractor has not performed, or will not be reasonably be capable of performing, any portion of the Contractor Works in accordance with the Time Schedule, the Employer may require the Contractor to provide a recovery plan outlining in detail the corrective action to be taken by the Contractor to accelerate its obligations hereunder in a manner that will allow the Contractor to complete the Contractor Works in accordance with the Time Schedule. Such recovery plan shall be subject to the approval of the Employer. The Contractor shall use diligent efforts to complete the corrective action described

29 Revise to reflect country specific requirements.

Page 25 of 62v.1.0 (rev.1)

in the recovery plan. If the Contractor fails to provide such a recovery plan or fails to diligently complete such corrective action to the satisfaction of the Employer, the Employer may complete the Contractor Works itself or engage a third party to complete the Contractactor Works. Without limiting the right of the Employer to claim any other damages available hereunder or under the Applicable Law, the Contractor shall reimburse the Employer for all costs incurred by the Employer in connection with completing the Contractor Works plus fifteen percent (15%) of such costs.

3.9 Compliance with Law

The Contractor shall, when performing the Contractor Works, comply in its work methods with the applicable laws, including laws relating to health and safety, where such Contractor Works are being performed.

The Contractor shall ensure that the Electrical Works and Civil Works are in compliance with the local laws applicable on the Site at the date of the Electrical Works Take Over and the Civil Works Take Over, as applicable.

3.10 Information Provided by Employer

3.10.1 Review by the ContractorThe Contractor has reviewed the information provided by the Employer set forth in Annexes 1.1 – [1.21] 30. The Contractor agrees that such information is adequate and sufficient for the Contractor to perform the Contractor Works in accordance with this Agreement and that there are no additional preceding requirements or other work necessary for the Contractor to perform the Contractor Works in accordance with the Time Schedule which are not described in this Agreement.

3.10.2 Road, Crane Pad and Hardstand SpecificationsWithout limiting subclause 3.10.1, the Contractor acknowledges that it has reviewed the specifications set forth in Annex 1.5 [Road, Crane Pad and Hardstand Specifications for Vestas MW Turbines] and agrees that such specifications are sufficient to enable the Contractor to complete the Contractor Works in accordance with this Agreement. Therefore, the Contractor shall not be entitled to a Variation or claim a denial of access under this Agreement if the specifications set forth in Annex 1.5 [Road, Crane Pad and Hardstand Specifications for Vestas MW Turbines] are inadequate for the performance of the Contractor Works.

3.10.3 InaccuracyIf any of the information set forth in Annexes 1.1 – [1.21]31 is determined to be materially inaccurate and additional work is required to be performed in relation any part of the Contractor Works as a result thereof, the Parties shall agree to a Variation in accordance with subclause 8.1 before the Contractor is obliged to perform any necessary additional work.

3.11 Maintenance Works

During the Defect Notification Period, the Contractor shall perform the scheduled maintenance works in relation to the Civil Works as described in Annex 2.8 [Scheduled Maintenance of Civil Works] and shall perform the scheduled

30 To revise if annexes deleted / not within scope of obligations under Turnkey Agreement.31 To revise if annexes deleted / not within scope of obligations under Turnkey Agreement.

Page 26 of 62v.1.0 (rev.1)

maintenance works in relation to the Electrical Works as described in Annex 3.4 [Scheduled Maintenance of Electrical Works], in each case at the intervals and times described in the relevant annex. In addition, the Contractor shall perform such other unscheduled maintenance in relation to the Civil Works and the Electrical Works necessary to minimize the number and extent of Defects and ensure that the Civil Works and the Electrical Works function as intended on a continuous basis.

3.12 Liens

3.12.1 No Liens allowedThe Contractor shall not, and shall not allow any Subcontractor to, file, assume or create, any lien, claim or other encumbrance on the Site, the Civil Works, the Electrical Works, or any portion thereof arising from the performance of the Contractor Works.

3.12.2 Employer’s IndemnityIf any lien, claim or other encumbrance is filed, assumed or created on or against the Site, the Civil Works, the Electrical Works, or any portion thereof, by the Contractor or any Subcontractor, the Contractor shall (A) provide prompt written notice thereof to the Employer, and (B) within five (5) Business Days of obtaining notice thereof, either pay or discharge such lien, claim or other encumbrance or furnish a bond or other security reasonably satisfactory to the Employer to indemnify and protect the Employer against such lien, claim or other encumbrance.

3.12.3 Direct payment and deduction from the amounts owed to the ContractorAfter notice to the Contractor, the Employer may pay directly all Subcontractors who have not been paid monies due in connection with the performance of the Contractor Works, whether or not a claim of lien has been filed, and deduct such amounts from amounts owed to the Contractor hereunder.

3.13 Design Responsibility

3.13.1 General Design Obligations

The Contractor shall carry out, and be responsible for, the design of the Contractual Works. Design shall be prepared by qualified engineers who are engineers or other skilled, competent and qualified professionals.

The Contractor undertakes that the designers shall be available to attend discussions with the Employer at all reasonable times, until the expiry of the relevant Warranty Period, or until fulfillment of all claim or dispute between the Contractor and the Employer. Before signature of the Agreement, the Contractor shall be deemed to have scrutinized the Technical Specifications (including design criteria and calculations), and shall be deemed to have given notice to the Employer of any error, fault or other defect found in the Technical Specifications or in any other documents.

3.13.2 Compliance with good technical standards and applicable laws and regulations.

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Contractor undertakes that the design, the Contractor’s Documents, the execution and the completed Contractor Works will be in accordance with:

The Applicable Law and,

The documents forming the Contract, as altered or modified by Modifications, and

The applicable technical standards, building, construction and environmental laws, laws applicable to the Contractor Works, and other standards specified in the Technical Specifications, or any other documents of the Agreement, applicable to the Contractor Works or defined by the Applicable Law.

3.13.3 As-Built Documents and operation and maintenance manuals

At the factory acceptance tests, one (1) set of the draft of the Operation and Maintenance Manual of the Electrical Works shall be submitted to the Employer (hard copies and electronic file format agreed by both Parties).

Prior to the Electrical Works Commissioning Tests, the draft of the Operation and Maintenance Manual and the as Built Documents, shall be submitted to the Employer for approval, under clause 3.3 [Contractor’s Documents].

The Contractor shall not be allowed to carry out the Commissioning without providing all the As Built Documents and the Operation and Maintenance Manual as described above.

Prior to the issue of the Taking Over Certificate of the Contractural Works, the Contractor shall supply two (2) copies of approved Operation and Maintenance Manuals each including a set of the approved As Built Documents (hard copies paper and electronic file format agreed by both Parties).

3.14 Design Errors

If errors, omissions, ambiguities, inconsistencies, inadequacies or other defects are found in the Contractor’s Documents, they and the Contractor Works shall be corrected at the Contractor’s cost, notwithstanding any consent or approval under this clause.

3.15 Inspection, Testing and Rejection.

3.15.1 Inspection

The Contractor shall at all times permit (including any other person engaged for the purposes of the Contractual Works) during working hours to have reasonable access to the Contractor's factories, to the Contractor Works and to all parts of the Site where any work is being done or stored. The Employer or its representatives shall issue a three (3) days previous notice to carry out the abovementioned access, which not will be unreasonable withheld by the Contractor.

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The Employer shall at all reasonable times during production, manufacture and construction (in factory, at the Site or elsewhere) be entitled to examine, inspect, measure and test the materials and workmanship, and to check the progress and compliance with the Agreement of Contractor Works (mainly, the Electrical Works), upon the issuance of a five (5) previous notice to carry out the abovementioned inspections, which not will be unreasonable withheld by the Contractor.

The Contractor shall give the Employer’s personnel full opportunity to carry out these activities, including providing access, facilities, permissions and safety equipment. For the purpose of such inspection, the Contractor shall ensure that the Employer or its representatives have to their disposal all contractual drawings and necessary general calculation notes, documentation, calibration certificates of the testing equipment and type test certificates for similar equipment.

The Contractor shall give notice to the Employer whenever any work is ready and before it is covered up, put out of sight, or packaged for storage or transport (Electrical Works). The Employer shall then either carry out the examination, inspection, measurement or testing without unreasonable delay, or promptly give notice to the Contractor that he does not require to do so. If the Contractor fails to give the notice, he shall, if and when required by the Employer, uncover the work and thereafter reinstate and make good, all at the Contractor’s Cost.

At the end of the manufacturing process of the Electrical Works, and prior to the commencement of the Factory Acceptance Tests, the Contractor will issue a Completion Manufacturing Certificate according to the Employer’s instructions and will communicate such certificate to the Employer.

Inspection by the Employer shall not relieve the Contractor from any obligation or responsibility under the Agreement.

3.15.2 Factory Acceptance Tests

The factory tests shall be carried out according to the Technical Specifications, at the Contractor’s risks and expenses.

The Contractor shall provide all apparatus, assistance, documents and other information, electricity, equipment, fuel, consumables, instruments, materials, and suitably qualified and experienced staff, as are necessary to carry out the specified tests efficiently.

The Employer may, under Clause 8 [Variation] vary the details of specified factory tests, or instruct the Contractor to carry out additional tests with no additional costs.

The Contractor shall inform the Employer in due time and at least six (6) weeks before the scheduled commencement date of the Factory Acceptance tests of its intention to proceed with such tests. Then the Employer shall give the Contractor a prior notice of its intention to attend the tests. If the Employer does not attend at the time and place agreed, the

Page 29 of 62v.1.0 (rev.1)

Contractor will postpone by fifteen (15) days maximum, the carrying out of such tests, unless otherwise instructed by the Employer. The new date within these fifteen (15) days will be agreed by both Parties.

The Contractor shall promptly forward to the Employer duly certified reports of the Factory Acceptance Tests Certificate. When the specified tests have been passed, the Employer shall endorse the Factory Acceptance Certificate, or issue a certificate to him, to that effect, within a reasonable time-period.

The issuance or endorsement by the Employer of the Factory Acceptance certificate shall not relieve the Contractor from any obligation or responsibility under the Agreement.

3.15.3 Rejection

If, as a result of an examination, inspection, measurement or testing, any part of the Contractor Works, design, workmanship is found defective or otherwise not in accordance with the Agreement, the Employer may reject the part of the Contractor Works, design, workmanship by giving notice to the Contractor, with reasons. The Contractor shall then promptly make good the defect and ensure that the rejected item complies with the Agreement.

If the Employer requires this part of the Contractor Works, design, workmanship to be retested, the tests shall be repeated under the same terms and conditions, at the risks and costs of the Contractor. If rejection and retesting cause the Employer to incur additional costs, the Contractor shall pay these costs to the Contractor.

3.15.4 Remedial Work

Notwithstanding any previous test or certification, if any part of the Contractor Works or materials is not in accordance with the Agreement, the Contractor shall replace or repair such part at its own cost and expense. In these cases, the Contractor shall indemnify and hold the Employer harmless from any loss, direct, indirect or consequential, which the Employer may suffer as a consequence of the above mentioned.

3.16 Contractor’s General Obligations

3.16.1 Design, Execution and Completion of the Contractor’s Works and Documents

The Contractor shall design, execute and complete the Contractor Works in accordance with the Agreement, and shall remedy any defects in the Contractor Works attributable to it. When completed, the Contractor Works shall be fit for the purposes for which the Contractor Works are intended as defined in the Agreement.

The Contractor shall provide the Contractor Works and Contractor’s Documents specified in the Agreement, and all Contractor’s personnel, goods, consumables and other things

Page 30 of 62v.1.0 (rev.1)

and services, whether of a temporary or permanent nature, required in and for this design, execution, completion and remedying defects.

3.16.2 Qualified Resources

The resources to be provided by the Contractor within the Agreement for the purposes of the Project shall be technically qualified and have sufficient experience in performing design, installation, debugging, testing, etc.

3.16.3 All necessary other works

The Contractor Works shall include any work which is necessary to satisfy the Employer’s requirements under this Agreement, or any work which is implied by the Agreement, and all works which (although not mentioned in the Agreement) are necessary for the completion, or safe and proper operation of the Contractor Works.

3.16.4 Adecuacy, stability and safety.

The Contractor shall be responsible for the adequacy, stability and safety of all Site operations and of all methods of construction related to the Contractor Works.

3.16.5 Details to be submitted by the Contractor

The Contractor shall, whenever required by the Employer, submit details of the arrangements and methods which the Contractor proposes to adopt for the execution of the Contractor Works. These details shall not be unreasonable withheld. No significant alteration to these arrangements and methods shall be made without this having previously been notified to the Employer.

3.17 Technical data and Information

3.17.1 Possession of all necessary information

The Contractor shall be responsible for ensuring that it has in its possession all necessary information concerning the Contractor Works, site conditions, areas for the Contractor Works execution and all requirements thereto, including but not limited to: geographic and climatic conditions, nature of the Contractor Works, laws, regulations, decrees, codes and standards in force in the Site, sub-surface and hydrological conditions at the site, environmental aspects, etc.

The Contractor shall be deemed to have obtained and taken into account all necessary information as to risks, contingencies and other circumstances which may influence or affect the Contractor Works and/or could affect the Contract Price. Further inspection or examination of the Site and its surroundings and any other investigation shall be carried out by the Contractor, if it appears to be necessary in the opinion of the Contractor.

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3.17.2 Interpretation by the Contractor

The Contractor shall be responsible for interpreting all such data and information.

3.17.3 Technical Specifications

Technical Specifications shall be deemed to be considered and construed as if it were part of the Contractor’s Documents and resulted from the Subcontractor’s proposal and shall not give right to a Variation under Clause 8 [Variations], under any circumstances.

3.18 Cooperation on Site

3.18.1 The supply of part of the Contractor Works will take place concurrently to other work performed by other Employer’s subcontractors. Where practicable, the Contractor shall co-ordinate his general day by day activities at Site with the Employer’s other subcontractors to avoid hindrance and obstruction of the Employer’s other subcontractors as far as is appropriate and reasonable.

3.18.2 This will include co-ordination and co-operation at Site, with the Employer’s other subcontractors at any interfaces between the Contractor Works and the works of the Employer’s other subcontractors and for joint use of facilities such as roads and other services, as far as applicable. Such general co-operation shall be foreseen and provided for in the Contractor’s programming and is deemed to be included in the Price.

3.18.3 Particular requirements are or will be given by the Employer to the Contractor, if any, for coordinated working at Site for the performance of the Contractor Works by the Contractor within structures for which the Employer’s other contractor are responsible.

3.18.4 This includes but is not restricted to the submission by the Contractor, in due time, of any and all:

- design of the Contractor Works and drawings- details and requirements for incorporation of the Contractor’s Works in structures

designed by others, including requirements for box-out and other inclusions in the structures.

3.18.5 No claim for delay arising from interfaces between the Agreement and other contracts shall be admissible unless the Contractor can demonstrate that utmost liaison and co-ordination has been attempted and unavoidable or unreasonable delays have been imposed by other subcontractors on the progress of the Contractor Works.

3.19 Quality Assurance

3.19.1 The Contractor shall submit to the Employer at the latest fifteen (15) days after the signature of the Agreement its Quality Assurance Program including applicable Quality Plan in relation to the Contractor Works.

Page 32 of 62v.1.0 (rev.1)

3.19.2 The Contractor shall be ISO 9000 or an equivalent/better certificate, accepted by the Contractor, and this compliance shall be demonstrated by the production of current certification every twelve months.

3.19.3 The Contractor shall maintain at least for a period of ten (10) years from the coming into force date, or for a period as required by the Employer (if longer), all quality records concerning the manufacture, delivery and installation of the Contractor Works.

3.19.3 Compliance with the quality assurance system shall not relieve the Contractor of any of his duties, obligations or responsibilities under the Agreement.

3.20 Progress Report

3.21 A monthly progress report shall be submitted to the Employer by the Contractor under electronic format agreed by both Parties at the Kick Off meeting and in hard copy paper format.

The appropriate presentation of such format will be supplied by the Employer to the Subcontractor during the Kick Off meeting.

3.21 Contractor’s care of the Contractor Works

3.21.1 The Contractor shall take full responsibility for the care of the Contractor Works from the Commencement Date until Taking Over Certificate of the Contractor Works.

3.21.2 If any loss or damage happens to the Contractor Works, Contractor’s Documents during the period when the Contractor is responsible for their care, the Contractor shall rectify the loss or damage at the Contractor’s risk and cost, so that the Contractor Works and Documents conform to the Agreement.

3.21.3 The Contractor shall be liable for any loss or damage caused by any actions performed by the Contractor after the Taking Over Certificate of the Works. The Contractor shall also be liable for any loss or damage which occurs after such Taking Over of the Works and which arose from a previous event for which the Contractor is liable.

4. EMPLOYER OBLIGATIONS

4.1 Payment

4.1.1 The Employer shall pay the Price according to Annex 6.2 [Payment Schedule] and in accordance with the terms and conditions of this Agreement.

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4.2 Insurance

4.2.1 The Employer shall take out the insurances in accordance with clause 16.

4.3 Access to the Site

4.3.1 4.3.1 The Employer shall ensure access to the Site and each WTG Location as may be reasonably necessary for the Contractor and its Subcontractors to perform the Contractor Works, provided that the Contractor shall be responsible for snow removal, sanding and dust abatement for Site Roads and Access Roads using the Contractor’s Equipment until the completion of the Contractor Works at the Site.

4.4 Permits

4.4.1 The Employer shall obtain the Permits, if any, set out in Annex 4.1 [Employer Permits] in proper time so as not to hinder the timely completion of the Contractor’s obligations hereunder.

4.5 Permanent Wind Farm Energisation

4.5.1 The Employer shall cause Owner to secure that Permanent Wind Farm Energisation is obtained by the later of the date set forth in the Time Schedule and the date on which the Contractor is ready to commence the Electrical Works Reliability Test.

5. TIME

5.1 Time for Completion

5.1.1 The Time for Completion shall be as specified in the Time Schedule. The Effective date shall be the starting date for the Contractor’s contractual obligations under the Agreement. The Contractor Shall commence the design and the execution of the Contractor’s Works after the Effective Date, following the Time-Schedule, with due expedition and without delay.

5.2 Excusable Events

5.2.1 Under this Agreement the following events shall be considered Excusable Events:

a) changes to the Contractor’s obligations hereunder after the Effective Date other than as a result of an act or omission of the Contractor;

b) any change in the applicable laws on the Site occurring after the Effective Date;

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c) the failure of the Employer to timely and properly fulfil any of its obligations under this Agreement in accordance with the terms of this Agreement and the Time Schedule and which is necessary before the Contractor can perform its obligations under this Agreement;

d) the occurrence of a suspension of work by the Contractor in accordance with this Agreement;

e) finding of burial grounds, fossils, religious or archaeological sites or similar subterranean sites of local, scientific or historical value;

f) Force Majeure;

g) Site underground conditions which differ from Annex 1.3 [Site Soil Survey];

h) the information provided by the Employer in Annex 1 [Design Information and Requirements from Employer] is materially inaccurate and Contractor is unable to design or construct the Civil Works or the Electrical Works as a result thereof; or

i) any other event or cause described in this Agreement as being an Excusable Event.

5.3 Consequences of Excusable Events

5.3.1 The consequences of an Excusable Event are the following:

a) should the Contractor or any Subcontractor be delayed in performing any of the Contractor’s obligations under this Agreement, then the Time Schedule, including the dates relevant to the Time for Completion, shall be adjusted, as agreed between the Parties, to reflect the time that the Contractor is actually delayed due to the Excusable Event; and

b) should the cost of the Contractor Works increase due to an Excusable Event (other than an event of Force Majeure), the Contractor shall be entitled to payment of its reasonable costs, incurred as a consequence of any Excusable Event.

5.3.2 The Contractor shall take all reasonable and appropriate steps to mitigate the costs incurred by the Contractor that result from an Excusable Event.

5.4 Delays in the Milestones set forth in the Time Schedule

5.4.1 Liquidated Damages for Delay

If Civil Works Take Over and Electrical Works Take Over or any other milestone set forth in the Time Schedule have not taken place within the period or dates set forth in such Time Schedule, and the delay is due to the Contractor and not due to the Employer or an Excusable Event, then the Contractor shall pay delay damages to the Employer as described in this subclause 5.4.

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Upon the signature of the Agreement, the dates and the milestones specified in the Time Schedule shall become guaranteed times for any action set forth in such Time Schedule.

Should the Contractor fail to meet the specified dates set forth in the Time Schedule, the Employer shall be entitled to be paid Liquidated Damages as described in this subclause 5.4.

Should the Contractor foresee a delay in any of the milestones set forth in the Time Schedule, the Contractor shall promptly notify the Employer of such delay, indicating to the Employer the estimated delay period and the remedial measures deployed to remedy such delay, provided always that such obligation to inform the Employer shall not relieve the Contractor from its liability for delay.

Should the Contractor run into delay compared to the guaranteed milestones set forth in the Time Schedule, the Contractor shall undertake free of charge for the Employer immediate measures to carry out the delayed Contractor Works, as, but not limited to, paying its workforce or its suppliers extra hours, implementing night or weekend work, etc. If the Contractor does not undertake the abovementioned immediate measures, the Employer may carry out these measures on its own or with another contractor. In these cases, the Employer shall be entitled to recover from the Contractor the reasonable additional costs incurred in having another party carrying out the above mentiones immediate measures and, even, the delayed Contractor Works that the Contractor should carry out.

5.4.2 Delay damages by milestone

The delay damages in question shall be payable for each day that each milestone set forth in the Time Schedule have not been achieved, and shall be [●]32 per Day. The relevant delay damages shall be payable until the date on which the relevant milestone is achieved. These delay damages are the only damages to be paid by the Contractor for delay under this Agreement and the Contractor shall not be liable for any other costs or damages due to its delay.

The total cap for these delay damages will not exceed 40% of the Price.

5.4.3 Invoicing

The aggregate damage, or the undisputed portion thereof, for delay in completion payable from the Contractor to the Employer shall be invoiced by the Employer on a monthly basis, and the Contractor shall pay the invoice in accordance with subclause 7.3.

5.4.4 Payment

The payment of these delay damages shall not relieve the Contractor from his obligations to complete the Contractor Works, or from any other duties, obligations or responsibilities which it may have under this Agreement.

32 Insert the relevant amount.

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6. Test on Completion and Take Over

1.1 Civil Works

6.1.1 Previous Test

Any test in relation to the Civil Works Take Over shall first take place when the applicable Civil Works have been completed in accordance with the applicable requirements of this Agreement and the Technical Specifications, at Contractor risks and expenses. This test shall demonstrate also that the Civil Works can be operated safely and reliably in accordance with the Agreement.

When the Contractor finds that a part of the Civil Works is ready to commence a Civil Works Test then the Contractor shall notify the Employer thereof and the Employer and the Contractor shall agree on the start date for relevant test of the Civil Works. The Employer, the Owner and any independent third party engineer or tester engaged by either the Employer or the Owner shall have the right to be present during the tests of the Civil Works.

6.1.2 Failure to pass the Tests

If the Civil Works fail to pass the test in relation to the Civil Works Take Over specified in this Clause, the Employer shall be entitled to:

a) Order further repetition of the Tests under this clause.b) If the failure deprives the Employer of substantially the whole benefit of the Civil Works or part thereof, reject the Civil Works, in which event the Employer shall have the same remedies as are provided in clause 9; or c) Issue the Taking Over Certificate.

In the event of sub-paragraph c) above, the Contractor shall then proceed in accordance with all other obligations under the Agreement, and the Price shall be reduced by such amount as shall be appropriate to cover the reduced value to the Employer as a result of this failure.

6.1.3 Civil Works Take OverThe Civil Works Take Over shall take place when the applicable part of the Civil Works have been completed in accordance with the Agreement and the applicable test in Annex 7.9 [Civil Works Test – General Test] or Annex 7.11 [Civil Works – Substation Test] is successfully completed.

6.1.4 Take Over Certificate

Upon completion of the applicable Civil Works Test, the Contractor shall fill out, sign and deliver to the Employer the relevant signed Civil Works Take Over Certificate.

The Employer shall have fifteen (15) Business Days from the Day the Employer receives a Civil Works Take Over Certificate to sign it and subsequently return it to the Contractor. When the Civil Works Take Over Certificate has been signed by both Parties, then the applicable Civil Works have been taken over by the Employer.

If the Employer refuses to sign a Civil Works Take Over Certificate, the Employer shall send a written statement providing detailed reasons for such refusal.

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6.1.5 Remedying of Minor Defects

The presence of any Defects or other outstanding tasks required to be performed by the Contractor which do not adversely affect the safe and proper installation of the Wind Turbines or the safe operation or use of the applicable Civil Works shall not be grounds for the Employer to withhold its signature on the Civil Works Take Over Certificate. Such Defects or other tasks shall be agreed by the Parties and set out by the Employer on a list attached to the applicable Civil Works Take Over Certificate or, absent such an agreement, in a notice delivered by the Employer following delivery of such certificate.

Any Defects described in this subclause 6.1.4 shall be remedied in accordance with clause 9, and any other outstanding tasks shall be completed pursuant to the Contractor’s obligations under this Agreement, in each case within reasonable deadlines agreed to by the Parties. The Employer shall be entitled to hold back from the next payment to the Contractor hereunder an amount equal to two hundred percent (200%) of the reasonable cost of repair of such Defects or completion of such outstanding tasks as determined by the Employer. The Employer shall pay to the Contractor any amount held back for such Defects or other outstanding tasks upon repair of such Defects and completion of the outstanding tasks.

6.2 Electrical Works

6.2.1 Previous Commissioning Tests

The Electrical Works shall, when constructed in accordance with this Agreement, be subject to the Electrical Works Tests following receipt by the Employer of signed copies of the optical fiber tests report referred to in subclause 3.5.2.d and the earthing system verification reports of the substation and of the wind farm referred to in subclause 3.5.2.c The Electrical Works Tests consist of the Electrical Works Commissioning Test and the Electrical Works Reliability Test.

The Contractor and the Employer shall agree on the start date for each Electrical Works Test in order for the Employer, the Owner and any independent third pary engineer or tester engaged by either the Employer or the Owner to be present during such Electrical Works Test. The Contractor shall be responsible for supplying any temporary power (including generators) necessary for performance of any Electrical Works Test.

The Contractor shall perform and successfully complete the Electrical Works Commissioning Test prior to the commencement of the Electrical Works Reliability Test. If the Contractor is unable to successfully complete the Electrical Works Commissioning Test, the Contractor shall remedy the cause of the failure and re-perform the Electrical Works Commissioning Test.

6.2.2 Electrical Works Commissioning Completion Certificate

The Contractor shall, following successful completion of the Electrical Works Commissioning Test, fill out, sign and deliver to the Employer a signed Electrical Works Commissioning Completion Certificate together with a signed copy of Annex 7.13 [Electrical Works Commissioning Test].

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6.2.3 Electrical Works Reliability Test

The Contractor shall perform the Electrical Works Reliability Test following the date of Permanent Wind Farm Energisation and the successful completion of the Electrical Works Commissioning Test and all other tests for the Electrical Works. If the Contractor is unable to successfully complete the Electrical Works Reliability Test, the Contractor shall remedy the cause of the failure and re-perform the Electrical Works Reliability Test.

6.2.4 Failure to Pass the Tests

If the Electrical Works fail to pass the test abovementioned in relation to the Electrical Works Take Over specified in this Clause, the Employer shall be entitled to:

a) Order further repetition of the Tests under this clause.b) If the failure deprives the Employer of substantially the whole benefit of the Electrical Works or part thereof, reject the Electrical Works, in which event the Employer shall have the same remedies as are provided in clause 9.5 [Failure to remedy defects] ; or c) Issue the Taking Over Certificate.

In the event of sub-paragraph c) above, the Contractor shall then proceed in accordance with all other obligations under the Agreement, and the Price shall be reduced by such amount as shall be appropriate to cover the reduced value to the Employer as a result of this failure.

6.2.5 Electrical Works Take Over Certificate

The Contractor shall, following successful completion of the Electrical Works Reliability Test, fill out, sign and deliver to the Employer a signed Electrical Works Take Over Certificate.

The Employer shall have fifteen (15) Business Days from the Day the Employer receives the Electrical Works Commissioning Completion Certificate or Electrical Works Take Over Certificate, as applicable, to sign it and subsequently return it to the Contractor. When the Electrical Works Take Over Certificate has been signed by both Parties, then the Electrical Works shall be deemed to have been taken over by the Employer.

If the Employer refuses to sign an Electrical Works Commissioning Completion Certificate or an Electrical Works Take Over Certificate, the Employer shall send a written statement providing detailed reasons for such refusal.

6.2.6 Remedying of Minor Defects

The presence of any Defects or other outstanding tasks required to be performed by the Contractor which do not adversely affect the safe and proper installation of the Wind Turbines or the safe operation or use of the Electrical Works shall not be grounds for the Employer to withhold its signature on the Electrical Works Commissioning Completion Certificate or the Electrical Works Take Over Certificate. Such Defects or other tasks shall be agreed by the Parties and set out by the

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Employer on a list attached to the Electrical Works Commissioning Completion Certificate or the Electrical Works Take Over Certificate, as applicable, or, absent such an agreement, in a notice delivered by the Employer following delivery of the relevant certificate.

Any Defects described in this subclause 6.2.5 shall be remedied in accordance with clause 9, and any other outstanding tasks shall be completed pursuant to the Contractor’s obligations under this Agreement, in each case within reasonable deadlines agreed to by the Parties. The Employer shall be entitled to hold back from the next payment to the Contractor hereunder an amount equal to two hundred percent (200%) of the reasonable cost of repair of such Defects or completion of such outstanding tasks as determined by the Employer.

6.3 Transfer of Title and Risk

6.3.1 The title to each component of the Civil Works and the Electrical Works shall transfer from the Contractor to the Employer on the earlier of (i) the date such component is installed in or becomes a permanent part of the Wind Farm or (ii) the date of taking over of the relevant portion of the Contractor Works to which such component relates. The transfer of title to any component of the Contractor Works shall not be deemed to be an acceptance of such portion of the Contractor Works by the Employer and shall not be deemed to waive or otherwise abrogate any rights or remedies of the Employer to subsequently reject such portion of the Contractor Works for failure to comply with the terms of this Agreement.

6.3.2 The risk of loss for and damage to the General Civil Works shall transfer from the Contractor to the Employer upon Civil Works Take Over of the General Civil Works. The risk of loss for and damage to the Substation Civil Works shall transfer from the Contractor to the Employer upon Civil Works Take Over of the Substation Civil Works. The risk of loss for and damage to the Electrical Works shall transfer from the Contractor to the Employer upon Electrical Works Take Over. Payment for any portion of the Contractor Works by the Employer shall not transfer risk of loss for such portion of the Contractor Works to the Employer.

6.3.3 Title to and risk for loss and damage with respect to any other spare parts or materials incorporated into the Contractor Works by the Contractor pursuant to the Defect liability provisions of clause 9, or otherwise pursuant to this Agreement, shall transfer from the Contractor to the Employer upon incorporation thereof into the Wind Farm or component of Civil Works or Electrical Works, as applicable.

7. PRICE AND PAYMENTS

7.1 Price

7.1.1 The Price for the Contractor Works provided under this Agreement shall be [●]33, [●]34 Euros, exclusive of VAT. The Price is more particularly specified in Annex 6.1 [Price Specification].

33 Insert the Price in numbers.34 Insert the Price in words.

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The Price includes all costs necessary for the Contractor Works. This Price shall be regarded as fixed, except for the provisions in this Agreement expressly allowing for adjustments to the Price. Unless otherwise stated in the Agreement, the Price covers all the Contractor’s obligations under the Agreement and all things necessary for the proper design, execution and completion of the Contractor Works and the remedying of any defects.

7.2 Payments

7.2.1 The Employer is obliged to pay the Price according to the amounts and sequence of events as set forth in Annex 6.2 [Payment Schedule] and as otherwise regulated in this Agreement.

7.2.2 The Contractor shall submit an invoice to the Employer, in compliance with the laws applicable on the Site, whenever a payment is due under this Agreement, whether the payment is a Milestone Payment or any other payment to be made by the Employer to the Contractor under this Agreement.

7.2.3 All amounts in the invoices shall include, and specify, if applicable, VAT according to the applicable laws in the country of the Site.

7.2.4 If the payment is a Milestone Payment a copy of the documentation required in Annex 6.2 [Payment Schedule] shall be sent to the Employer regarding such relevant Milestone Payment.

7.2.5 The Employer shall notify the Contractor of any errors in the amounts reflected in the invoices, or other errors in the invoices, and the Parties shall agree upon any potential correction of an invoice.

7.2.6 If a dispute occurs as to what amount the Employer is obliged to pay, then the Employer shall pay the undisputed portion of the amount, while the disputed amount shall be referred to dispute resolution in accordance with this Agreement.

7.2.7 No payment made under this Agreement shall be deemed to be an acceptance of the Contractor Works, in whole or in part, neither a waiver of any rights or remedies of the Employer hereunder.

7.2.8 The Contractor shall cooperate with the Employer in securing payment to the Employer by the Owner under the Turnkey Agreement and provide such supporting documentation and other information as may be requested by the Employer or the Owner from time to time.

7.3 Method of Payment

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7.3.1 The Employer shall pay the Contractor the amounts invoiced by the Contractor within ninety (90) Days following the date of such invoice.

7.3.2 Payments under this Agreement from the Employer to the Contractor shall be made, by express wire transfer, to the following bank account of the Contractor:

[●]35, or to the bank account designated by the Contractor from time to time.

7.4 Delayed Payment

7.4.1 If the Employer fails to make payments on time under this Agreement, the Contractor shall immediately notify the Employer in writing of such failure. If the Employer does not make or dispute such payment within seven (7) Days following receipt of such notice, the Contractor shall be entitled to the following remedies upon an additional seven (7) Days’ advance written notice to the Employer of its intent to exercise such remedy:

a. suspend all or any part of the Contractor Works and any other work in connection with this Agreement; and

b. apply interest to any unpaid amounts from the date when such payment became due and until the date when it is actually received. Interest will accrue per Day on the amounts for which payment is delayed, based on a Year and at the interest rate of the one (1) year European Inter-Bank Offered Rate (EURIBOR), plus three percent (3%), p.a., and will be payable at the end of each month as from the date of the occurrence of the delay.

8. VARIATION AND ADJUSTMENTS

8.1 Right to vary

8.1.1 Variations may be initiated by the Employer at any time prior to issuing the Taking Over Certificate of the relevant Contractor Works, either by an instruction or by a request for the Contractor to submit a proposal.

8.1.2 The Contractor shall execute and be bound by each Variation, unless the Contractor promptly gives notice to the Employer stating (with supporting particulars) that i) the Contractor cannot readily obtain the goods required for the Variation, ii) it will reduce the safety and suitability of the Contractor Works, or iii) it will have an adverse impact on the achievement of the technical requirements. Upon receiving this notice, the Contractor shall cancel or confirm or vary the Instruction.

8.2 Variation Procedure

35 Insert all necessary details of bank account information in order for payments to be made.

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8.2.1 If the Employer requests a proposal, prior to instructing a Variation, the Contractor shall respond in writing as soon as practicable, either by giving reasons why he cannot comply (if this is the case) or by submitting:

a) A description of the proposed design and/or work to be performed and a time-schedule for its execution,

b) The Contractor’s proposal for any necessary modifications to the Time Schedule, and

c) The Contractor’s proposal for adjustment to the Price.

8.2.2 The Employer shall as soon as possible after receiving such proposal respond with approval, disapproval or comments. The Contractor shall not delay any work whilst awaiting a response, unless instructed by the Agreement.

8.2.3 Each instruction to execute a Variation, with any requirements for recording of costs, shall be issued by the Employer to the Contractor, who shall acknowledge receipt. Such acknowledge receipt shall be deemed to have been issued in case the Contractor fails to notify its approval or disapproval within 3 days from receipt of the said instruction.

8.2.4 Upon instructing or approving a Variation, the Employer shall agree or determine adjustments to the Price and the Term of Payments. Such Adjustments shall include reasonable profit.

9. PRODUCT WARRANTIES

9.1 Defects Warranty and Completion of Remedying Defects

9.1.1 The Contractor shall remedy any Defect which the Contractor is liable for and is notified to the Contractor before the end of the Defect Notification Period. The Contractor may remedy a Defect by either replacing or repairing the defective part.

9.1.2 The Contractor shall use new parts when remedying defects and the Contractor shall acquire the title to any part which the Contractor has replaced.

9.1.3 For any part that has been repaired or replaced by the Contractor in order to remedy a Defect, the Contractor shall be liable for Defects in such repaired or replaced part for the later of either:

(i) one (1) Year from the repair or replacement; or

(ii) until the end of the Defect Notification Period.

9.1.4 Upon notification by the Employer to the Contractor of a defect or damages affecting the Contractor Works or part thereof, the Contractor will provide the necessary assistance no later than 48 hours after the abovementioned notification, at its own costs

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and expenses, and provide fully qualified experts to make preliminary expertise and determine the appropriate corrective measures to be taken for replacing and/or repairing the defects or damages.

The Contractor will promptly issue to the Employer a preliminary report and inform the Employer of such corrective measures, which could include, but are not limited to:

Providing of the means needed to determine the causes of the defects or damage and to carry out the corresponding repairs and modifications.

Performance of studies. Supplying and transport of equipment, tools, spare parts between its

premises and the Site. Replacement of all or part of the Contractor Works (including the

removal and/or reinstallation of them). Scheduled time for implementation of the corrective measures.

The completion of outstanding work and the remedying of defects will be carried out by the Contractor at the Contractor’s sole risks, responsibility and costs. It will not be reimbursed, except if the Contractor can prove that damages were caused by any Employer’s act or default.

9.2 Defect Notification Period

9.2.1 The Defect Notification Period for the General Civil Works shall commence on the date of Civil Works Take Over of the General Civil Works. The Defect Noticifation Period for the Substation Civil Works shall commence on the date of Civil Works Take Over of the Substation Civil Works. The Defect Notification Period for the Electrical Works shall commence on the date of Electrical Works Take Over.

9.2.2 The Defect Notification Period for the General Civil Works shall end on the date that is two (2) years after the date of the Civil Works Take Over of the General Civil Works. The Defect Notification Period for the Substation Civil Works shall end on the date that is two (2) years after the date of the Civil Works Take Over of the Substation Civil Works. The Defect Notification period for the Electrical Works shall end on the date that is two (2) years after the date of the Electrical Works Take Over.

9.3 Extension of the Defect Notification Period

9.3.1 The Employer shall be entitled to an extension of the Defect Notification Period for the Contractor Works or part of the Contractor Works which have been repaired or replaced. Such Defect Notification Period shall apply under the same conditions for an additional period of two years following their respective repair.

9.4 Failure to remedy Defects

9.4.1 If the Contractor fails to remedy any defect or damage within a reasonable time instructed by the Employer after having duly been notified by the Employer to do so, the Employer shall may at its option:

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a) Carry out the work by himself or by others, in a reasonable manner and at the Contractor’s costs and risks, and the Contractor shall pay the Employer the costs reasonably incurred by the Employer in remedying the defect or damage;b) Determine a reasonable reduction in the Price; orc) If the defect or damage deprives the Employer of substantially the whole benefit of the Contractor Works or any major part of the Contractor Works, terminate the Agreement as a whole, or in respect of such major part which cannot be put to the intended use. Without prejudice to any other rights, under the Agreement or otherwise, the Employer shall then be entitled to recover all sums paid for the Contractor Works or for such part, plus financing costs and the cost of dismantling the same, clearing the Site and returning any component to the Contractor.

9.5 Further tests

9.5.1 If the work of remedying of any defect or damage may affect the performance of the Contractor Works, the Employer may require the repetition of any tests according to this Agreement.

9.6 Technical Assistance

9.6.1 During the Defect Notification Period, the Contractor undertakes to make available to the Employer skilled and qualified engineers to ensure technical assistance at rates determined under the Agreement or, if not determined, at reasonable conditions.

9.7 Warranty Limitations and Exclusions

9.7.1 The Contractor shall not be liable for any loss or damage to the Civil Works and Electrical Works or be liable for any warranty under this Agreement or for any Defect in the Civil Works and Electrical Works to the extent caused by any of the following:

a) any work on the Civil Works or the Electrical Works and/or changes in the design or materials by anyone other than the Contractor or its Subcontractors, unless authorised in writing by the Contractor;

b) alterations to the Civil Works or the Electrical Works carried out by anyone other than the Contractor or its Subcontractors;

c) Force Majeure;

d) Site underground conditions which differ from Annex 1.3 [Site Soil Survey] in a material respect; or

10. FORCE MAJEURE

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10.1 Definitions and Events of Force Majeure

10.1.1 Force Majeure shall be any event outside the reasonable control of the Party claiming Force Majeure, and which such Party could not have avoided or overcome through the use of commercially reasonable efforts, including:

a. natural disasters and acts of god: landslides, perils of sea, volcanic activity, epidemic, drought, fire, flood, mud flow, earthquake, cyclones, typhoons, lightning, induction caused by lightning, hail, hurricanes, tornados, tsunamis, ice, ice storms and other extreme weather conditions;

b. man-made disturbances: war or other armed conflict, acts of the public enemy, riot, explosions, civil disturbance, sabotage, vandalism, terrorism or threats of terrorism, blockades, credible threats of blockades, strikes, lockouts, labour disputes (except for strikes, lockouts or labour disputes among the staff on the Party claiming Force Majeure), protester action, theft, attempted theft, sabotage, vandalism, illegal blockade or pressure waves caused by airplanes or other aircraft flying at mach speed or higher;

c. governmental actions: quarantine, action, ruling, decree or injunction of a governmental authority, delay in importation of goods in excess of two (2) Days from presentation of applicable documentation required by regulations; or

d. others: findings of burial grounds, fossils, archaeological or religious sites.

10.1.2 Notwithstanding subclause 10.1.1, Force Majeure events shall not include (i) a Party’s financial inability to make payments under this Agreement except if the financial inability is caused directly by Force Majeure (e.g., a bank strike) or (ii) the inability of a Party to obtain, renew, amend or otherwise secure Permits.

10.2 Effects of Force Majeure

10.2.1 The Party affected by the Force Majeure shall use all reasonable efforts to mitigate the effect of the event of Force Majeure. Neither Party shall be considered to be in default nor in breach of its obligations under this Agreement to the extent that performance, by the Party itself or by its applicable subcontractor, of such obligations are prevented by any circumstances of Force Majeure that arise after the Effective Date. The affected Party shall notify the other Party of the Force Majeure event as soon as possible after the event occurs and of its expected time of duration.

10.2.2 Once the Force Majeure event that caused the Party to be delayed has disappeared, concluded or otherwise ceased, the affected Party shall inform the other Party thereof and restart performance of its obligations.

10.2.3 If any one or more Force Majeure events are responsible for more than one hundred and eighty (180) Days of delay on a cumulative basis, subject to any mutual

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agreement on extension thereof, either Party shall be allowed to terminate this Agreement with fourteen (14) Days’ notice.

10.2.4 The legal implications of such termination, regardless of which Party terminates the Agreement, shall be the same as set forth in subclause 14.4.

10.2.5 The Contractor will not be entitled to any adjustment of the Price as a result of any increased costs incurred by the Contractor in connection with Force Majeure events.

11. INDEMNIFICATIONS

11.1 Indemnifications by the Contractor

11.1.1 The Contractor shall indemnify, defend and hold harmless the Employer from and against any and all losses incurred or suffered by the Employer arising from:

a. any violation of laws or Permits to be complied with by the Contractor under this Agreement;

b. bodily injury, sickness, disease or death of any person whatsoever; or

c. loss or physical damage to the property (other than to components of the Civil Works or Electrical Works) of the Employer or any third party,

with respect to the subclauses 11.1.1.b and 11.1.1.c only, to the extent such losses are directly and exclusively attributable to any negligent act, omissions or wilful misconduct of the Contractor in the performance of Contractor’s obligations under this Agreement.

11.2 Indemnifications by the Employer

11.2.1 The Employer shall indemnify, defend and hold harmless the Contractor from and against any and all losses incurred or suffered by the Contractor, arising from:

a. any violation of laws or Permits to be complied with by the Employer under this Agreement;

b. bodily injury, sickness, disease or death of any person whatsoever; or

c. loss or physical damage to the property of the Contractor or any third party.

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with respect to the foregoing subclauses 11.2.1.b and 11.1.1.c only, to the extent such losses are directly and exclusively attributable to any negligent act, omissions or willful misconduct of the Employer in the performance of Employer’s obligations at the Site.

The Parties agree that obligations giving rise to the payment of liquidated damages under this Agreement shall not give rise to a claim of indemnity under this subclause 11.2.

11.3 Indemnification Procedure

11.3.1 When a Party hereunder (“Indemnifying Party”) is required to indemnify the other Party (“Indemnified Party”) in accordance with subclauses 11.1 or 11.2, the Indemnifying Party will assume on behalf of such Indemnified Party, and conduct with due diligence and in good faith, the defence of any claim against such Party, whether or not the Indemnifying Party will be joined therein, and the Indemnified Party will cooperate with the Indemnifying Party in such defence.

11.3.2 The Indemnifying Party shall keep the Indemnified Party duly informed of the situation and developments of the proceedings and provide the Indemnifying Party, at its request, with a copy of the documents that are exchanged between the parties to such proceedings, or become otherwise available in the course thereof and in connection thereto.

11.3.3 The Indemnifying Party will be in charge of the defence and settlement of such claim unless:

a. there is a material conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such claim, or

b. the Indemnifying Party will not have employed counsel to assume the defence of such claim within a reasonable time after notice of the commencement of an action thereon,

in which case the Indemnified Party will be in charge of the defence and the settlement of such claim as it relates to the Indemnified Party only and the reasonable fees and expenses of counsel which the Indemnified Party incurs will be paid by the Indemnifying Party.

No Indemnifying Party will settle any such claims or actions without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld.

11.3.4 An Indemnified Party may waive the indemnifications provided in subclauses 11.1 or 11.2, as applicable, by serving a written notice to this effect to the Indemnifying Party before such Indemnifying Party has employed counsel to assume the defence of such claim. If the Indemnified Party wishes to waive indemnification after the Indemnifying Party has employed external counsel to assume the defence and then the Indemnified Party can

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do so, provided such Indemnified Party reimburses the Indemnifying Party of any reasonable costs for employing and paying external counsel.

12. TERM OF THIS AGREEMENT

12.1. This Agreement shall come into force on the Effective Date and, unless terminated earlier in accordance hereto, shall expire at the end of the Defect Notification Period, subject to subclause 9.1.3. Such expiry shall occur without any notifications being served between the Parties.

12.2 Clauses 11 and 18 and subclauses 15.1 and 17.1 shall survive expiry of the term of this Agreement.

13. SUSPENSION

13.1.1 Suspension by the ContractorThe Contractor shall be entitled to suspend the Contractor Works:

a. in accordance with subclauses 7.4 and 14.3.3;

b. if the Employer fails to fulfill any of its obligations which pose a safety risk to the Contractor or its Subcontractors following written notice of such failure from the Contractor; or

c. upon seven (7) Days’ advance written notice to the Employer, in accordance with any other subclause of this Agreement providing the Contractor the right to suspend its work.

13.1.2 Suspension by the EmployerThe Employer shall be entitled to suspend the Contractor Works:

a. if the Contractor fails to fulfill any of its obligations which pose a safety risk to the Employer or its subcontractors following written notice of such failure from the Employer; or

b. immediately upon notice to the Contractor is there is a suspension of performance under the Turnkey Agreement.

13.1.3 Re-commence of the performance of the Contractor WorksThe Contractor shall immediately re-commence performing the Contractor Works after the reason for the suspension has ceased.

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14. TERMINATION OF THIS AGREEMENT

14.1 Termination by the Employer

14.1.1 The Employer may terminate this Agreement at any time in writing if:

a. the Contractor fails to perform any of its material obligations under the Agreement and the Contractor has not remedied the breach within [thirty (30)] 36 Business Days following receipt by the Contractor of the Employer’s written notice of the breach;

b. the Contractor ceases, or threatens to cease, its activity;

c. the Contractor makes a voluntary arrangement with its creditors or becomes subject to an administration order;

d. the Contractor goes into liquidation (except for the purposes of a bona fide amalgamation, reconstruction or other reorganisation and the resulting entity agrees to be bound by or to assume the obligations imposed on the Contractor under this Agreement and provide payment and performance security reasonably satisfactory to the Employer);

e. the Contractor assigns this Agreement in violation of the terms of this Agreement; or

f. any other event described in this Agreement which entitles the Employer to terminate this Agreement.

14.1.2 Such termination shall take place with fourteen (14) Days’ notice provided that the circumstances giving rise to the termination notice has not been cured within the fourteen (14) Day period. If a subclause allows termination to occur immediately, then such fourteen (14) Day period shall not apply.

14.2 Consequences of Termination by the Employer

14.2.1 Following the termination of this Agreement by the Employer, the Contractor shall abandon the Site and remove all the Contractor’s Equipment from the Site and provide the Employer with copies of all those Contractor’s Documents which have not yet been provided by the Contractor.

14.2.2 The Employer may complete the Contractor Works on its own or with another contractor and may request that the Contractor assign all the agreements signed between the Contractor and its Subcontractors working on the Site to the Employer.

36 To be reviewed based on the existence of a Direct Agreement

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14.2.3 As soon as practicable after termination has taken place, the Parties shall agree upon the value of the Contractor Works performed by the Contractor, based on the prices set forth in Annex 6.1 [Price Specification], provided that after the Civil Works Take Over and the Electrical Works Take Over the value of the Contractor Works performed by the Contractor shall be deemed to be equal to the Price.

14.2.4 The Employer shall be entitled to recover from the Contractor the reasonable additional costs incurred in having another party complete the Contractor Works that the Contractor would have been required to complete under this Agreement, but which were not completed due to a termination by the Employer pursuant to subclause 14.1 of this Agreement.

14.2.5 The Contractor shall be entitled to receive payments stated in subclause 14.4.2.a.

14.2.6 The Employer shall pay to the Contractor, or the Contractor shall pay to the Employer, as the case may be, the balance between (i) on the one side, the amount of the Price already paid by the Employer to the Contractor under this Agreement and the additional costs referenced in subclause 14.2.4 and (ii) on the other side, the value of the Contractor Works performed as provided under subclause 14.2.3.

14.2.7 This subclause 14.2 shall not apply to a termination by the Employer for Force Majeure pursuant to subclause 10.2.

14.2.8 Notwithstanding subclause 6.3:

a. upon termination of this Agreement pursuant to subclause 14.1, risk of loss and damage to any portion of the Contractor Works shall pass to the Employer when such portion has been delivered to the Site, or if delivered to the Site prior to termination, then upon such termination;

b. title to any portion of the Contractor Works shall pass to the Employer upon the Employer’s payment in full of the Price for such portion of the Contractor Works in accordance with subclause 14.2.6.

14.3 Termination by the Contractor

14.4.1 The Contractor may terminate this Agreement in writing at any time if:

a. the Employer fails to perform any of its material obligations under this Agreement, and the Employer has not remedied the breach within thirty (30) Business Days following receipt by the Employer of the Contractor’s written notice of the breach;

b. the Employer ceases, or threatens to cease, its activity;

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c. the Employer makes a voluntary arrangement with its creditors, becomes subject to an administration order or commences or threatens to commence any sort of bankruptcy procedure;

d. the Employer goes into liquidation (except for the purposes of a bona fide amalgamation, reconstruction or other reorganisation and provided the resulting entity agrees to be bound by or to assume the obligations of the Employer under this Agreement);

e. the Employer assigns this Agreement in violation of the terms of this Agreement; or

f. any other event described in this Agreement entitles the Contractor to terminate the Agreement.

14.4.2 Such termination shall take place following fourteen (14) Days’ notice, provided that the circumstance giving rise to the termination notice has not been cured within the fourteen (14) Day period.

14.4.3 Upon the occurrence of a circumstance giving the Contractor right to terminate this Agreement, the Contractor shall be entitled to suspend work until such circumstance is cured upon seven (7) Days’ advance written notice to the Employer.

14.4 Consequences of Termination by the Contractor

14.5.1 Following the termination of this Agreement by the Contractor, the Contractor shall abandon the Site and remove all the Contractor’s Equipment and personnel from the Site.

14.5.2 Once the Contractor has terminated this Agreement the Employer must:

a. pay to the Contractor all amounts currently due under this Agreement;

b. pay to the Contractor for any portion of the Contractor Works delivered or in transit to the Site, as applicable (based on the prices set forth in Annex 6.1 [Price Specification]), and Contractor Works performed by the Contractor as of the date of termination, and not covered by payments already advanced by the Employer, including the corresponding financial costs, currency hedge costs, and insurance, as well as the costs of terminating such Contractor Works and purchase orders;

c. reimburse the Contractor for all losses incurred as a direct result of the termination including payment for:

i. all materials, goods, and equipment which have been delivered to the Contractor or for which the Contractor is liable to accept delivery, which were ordered in order for the Contractor to fulfil its obligations under this Agreement. Such supplies shall be placed at the Employer’s disposal when payment therefor is received by the Contractor and shall become the property of the Employer upon the Contractor’s receipt of payment; and

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ii. all other direct costs incurred which, under the circumstances, were reasonably incurred by the Contractor in the expectation of completing its obligations hereunder; and

d. return the Contractor Security to the Contractor.

14.5.3 The Contractor Security must be returned by the Employer within fifteen (15) Days from termination and the amounts to be paid pursuant to subclause 14.4.2 must be paid by the Employer to the Contractor within thirty (30) Days following the date of the invoice from the Contractor.

14.5.4 Notwithstanding subclause 6.3:

a. upon termination of this Agreement pursuant to subclause 14.3, risk of loss and damage to any portion of the Contractor Works shall pass to the Employer when such portion has been delivered to the Site, or if delivered to the Site prior to termination, then upon such termination;

b. upon termination of this Agreement pursuant to subclause 14.3, risk of loss and damage to any other portion of the Contractor Works not included in the paragraph above shall pass to the Employer upon such termination; and

c. title to any portion of the Contractor Works shall pass to the Employer upon the Employer’s payment in full of the Price for such portion of the Contractor Works.

14.5 Termination of Turnkey Agreement. Employer’s Right of Termination

14.5.1 If the Turnkey Agreement is terminated for any reason prior to completion of the Contractor Works, the Employer shall have the right to terminate this Agreement immediately upon notice to the Contractor.

After this termination, the Contractor shall be paid any direct cost reasonably incurred up to the date of termination.

15. CONTRACTUAL LIABILITY

15.1 Contractual Liability

15.1.1 Maximum LiabitlityNotwithstanding anything else to the contrary herein, (i) the maximum liability of the Contractor under this Agreement shall not exceed an amount equal to two hundreds percent (200%) of the Price.

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16. INSURANCE

16.1 General Requirements for Insurance Coverage

16.1.1 With respect to any insurance policy maintained or caused to be maintained by either Party under this Agreement, the other Party must be named as additional insured, unless such Party is explicitly required herein to be co-insured. Any insurance under this Agreement containing additional insured or co-insured shall have a waiver of subrogation by the insurance company against all parties covered by the insurance, to the full extent permitted by the law governing such insurances.

If an insurance policy maintained by either Party pursuant to this Agreement names any additional insured, then:

(i) the Contractor or the Employer, as applicable, shall act under the policy on behalf of each additional insured, except in relation to insurance policies covering employees; and

(ii) no additional insured shall be entitled to (a) receive payments directly from the insurer or (b) have any other direct dealings with the insurer.

16.1.2 Neither Party shall make any alteration to the terms of any insurance described in this clause 16 so it deviates from the requirements herein without the prior written approval of the other Party. Each Party must promptly notify the other of any notification received from an insurance company regarding any actual alteration to one of their policies.

16.1.3 If either Party fails to maintain or cause to be maintained any insurance required by this Agreement for a period more than ten (10) Days after notice by the other Party, the other Party may, at its own option and without prejudice to any other right or remedy, itself maintain such insurance. In such instance, the Party maintaining such insurance on behalf of the other may (i) deduct the amount of the premiums under such insurance from any amounts due (or which may become due) to the other Party or (ii) recover the same as a debt.

16.1.4 Nothing in this clause 16 limits the obligations, liabilities or responsibilities of either Party, under the terms of this Agreement. Any amount not covered by insurance, or not recovered from the insurer shall be allocated in accordance with the obligations and liabilities of the Parties under this Agreement.

16.1.5 However, if either Party fails to maintain or cause to be maintained insurance required by this Agreement, and the other Party neither approves the omission, nor maintains the insurance in accordance with subclause 16.1.3, then any amount which otherwise would have been recovered under the insurance policy shall be paid by the Party required to maintain that insurance.

Page 54 of 62v.1.0 (rev.1)

16.1.6 Each Party shall secure the issuance of the insurance policies described herein at the latest fourteen (14) Days before the time such insurance shall be in force as more particularly described below.

16.2 Construction All Risk Insurance

16.2.1 The Employer shall maintain or cause to be maintained a construction all risk insurance (hereinafter “Employer CAR”) covering the Contractor Works, provided that such insurance shall not cover the tools or any related equipment or camp, plant or other items brought to the Site by Contractor to complete its obligations under this Agreement.

16.2.2 The Employer CAR shall be in force with respect to a part of the Contractor Works, from the time such part arrives on the Site and shall remain in force until the relevant part is taken over under the applicable Civil Works Take Over or Electrical Works Take Over.

16.2.3 The Employer CAR shall cover an extended maintenance period equal to the Defect Notification Period to cover only for damages inflicted on the Contractor Works by the Contractor, or its Subcontractors, during the remedying of Defects under the Agreement or damages which arise during the erection period.

16.2.4 The Employer CAR shall cover the Contractor Works to its full replacement value.

16.2.5 During the term of this Agreement, in the event that the Contractor causes damage to the Contractor Works for which the Employer CAR provides coverage reimbursement, the Contractor agrees to reimburse the Employer the full amount of any deductible paid on behalf of the claimable occurrence with limits not to exceed the general deductible of the Employerr CAR.

16.2.6 Insurance maintained pursuant to this subclause 16.2:

a) shall cover all risks of physical loss or damage to the Contractor Works, including mechanical and electrical breakdown, in the course of assembling, erecting, installing, starting-up, commissioning and testing Wind Turbines as well as any loss or damage resulting from Force Majeure events, if insurable at commercially reasonable terms, and any natural hazard(s), if insurable at commercially reasonable terms.

b) may however exclude loss of, damage to, and reinstatement of:

(i) any part of the Contractor Works which is in a defective condition due to a Defect, but only to the extent such Defects are required to be remedied by the Contractor under this Agreement provided however that such insurance shall include coverage for any other parts which are lost or damaged as a direct result of the defective condition and not otherwise excluded in the following subparagraph (ii) below; and

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(ii) any part of the Contractor Works which is lost or damaged in the process of the Contractor remedying a Defect provided that such other part of the Contractor Works which is lost or damaged also contained a Defect.

16.2.7 The Employer CAR which the Employer is required to maintain is more particularly described in Annex 8.2 [Employer’s Insurances].

16.3 Third Party Liability

16.3.1 Until the end of the final Defect Notification Period, the Contractor shall maintain or cause to be maintained a third party liability insurance, which includes coverage for contractual liability, bodily injury and third party property damage, with a combined single limit of not less than twenty million (20.000.000) Euros per occurrence and twenty million (20.000.000) Euros in the aggregate annually, for primary and excess policies combined.

16.3.2 Insurance maintained pursuant to subclause 16.3.1 shall extend to cover losses and damage resulting to the Employer's property except for goods or things insured under the Employer CAR, described above, arising out of the Contractor's performance under this Agreement.

16.3.3 The third party liability insurance which the Contractor is required to maintain shall have a deductible not exceeding seventy thousand (70.000) Euros and shall be of good local standard of the country of the Site.

16.3.4 The third party liability insurance which the Contractor is required to maintain is more particularly described in Annex 8.1 [Contractor’s Insurance].

16.4 Insurance for Injuries to Workers

16.4.1 During the term of this Agreement, both Parties shall maintain or cause to be maintained insurance covering losses for work-related injuries, sickness, disability, death or disease of their own employees in such forms and amounts as required by the law applicable where the work of such employees is being performed. All contractors and subcontractors shall be required to maintain insurance for their own employees, but each Party shall be ultimately responsible for their contractors’ and subcontractors’ compliance with this subclause.

16.5 Automobile Insurance

16.5.1 Both Parties shall maintain or cause to be maintained automobile liability insurance for all automobiles or other vehicles brought to the Site, in accordance with the law applicable at the Site.

16.6 Other Required Insurance

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16.6.1 The Contractor shall maintain, or cause to be maintained, any other insurance that is mandatory under applicable law to perform the obligations of the Contractor under this Agreement.

17. OTHER COVENANTS

17.1 Confidentiality

17.1.1 Subject to subclause 17.2, neither Party to this Agreement may reveal or convey to third parties the existence of this Agreement (including its Annexes and the documents attached thereto), its clauses, statements or other provisions without the express prior written authorisation of the other Party. The Parties shall likewise refrain from revealing or conveying to third parties by any means whatsoever any information relating to the organisation of the other Party, including, by way of example, technical, production, industrial, commercial, organisational, employment, or financial information, except as permitted in this Agreement.

17.1.2 In any event, a Party that reveals or conveys any such information to third parties, with the express prior written authorisation of the other Party, may only do so by requiring any such third party recipients of such information to undertake the same confidentiality commitment as that described herein.

17.1.3 Notwithstanding the foregoing, the Employer may disclose this Agreement to its technical advisor.

17.1.4 The duty of confidentiality shall be indefinite and shall remain in force after the termination or expiration of this Agreement.

17.1.5 The Contractor acknowledges that the Employer will disclose certain confidential information to the Contractor for the Contractor to complete the Contractor Works and that the Contractor has therefore signed the non-disclosure agreement attached hereto as Annex 7.17 [Non-Disclosure Agreement] on or before the Effective Date.

17.2 Public Announcements

17.2.1 Each Party shall be permitted allowed to disclose information about this Agreement as required to satisfy applicable disclosure requirements of any stock exchange, provided that (i) the Price is in excess of thirty four million (34.000.000) Euros or (ii) this Agreement refers to new models, markets or buyers which could be considered to have an impact on the value of shares publicly traded, and in each case the form of such public disclosure shall be agreed upon with due consideration given to both Parties.

17.3 Assignment

Page 57 of 62v.1.0 (rev.1)

17.3.1 Neither Party shall assign the whole or any part of this Agreement without the prior written consent of the other Party. A Change in Control of the Contractor shall constitute an assignment of this Agreement when the party acquiring control, or an affiliate thereof, is an Employer Competitor. However, either Party may, as security in favour of a bank or financial institution, assign its right to any monies due, or to become due, under this Agreement, provided that it shall promptly notify the other Party of such assignment.

17.4 Complete Agreement

17.4.1 This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, agreements and commitments between the Parties with respect hereto. There are no agreements or understandings between the Parties respecting the subject matter hereof, whether oral or written, other than those set forth herein, and neither Party has relied upon any representation, express or implied, not contained in this Agreement.

17.5 Severability

17.5.1 The invalidity of one or more phrases, sentences, clauses or subclauses contained in this Agreement shall not affect the validity of the remaining portions of this Agreement. The Parties shall take all actions reasonably necessary to maintain the enforceability of this Agreement and to correct, supplement and integrate the affected provisions herein. This principle shall likewise be applicable if the Parties detect any omission in the provisions of this Agreement at the time of performance of the same.

17.6 Amendments

17.6.1 This Agreement may only be amended by means of a written document executed by both Parties.

17.7 Independence

17.7.1 The Parties to this Agreement are completely independent companies, and their entering into this Agreement or performing the transactions, acts, or business operations provided for or arising from the same, taken together or separately, shall in no event constitute any other relationship, whether of representation, agency, company, stake-ownership, association, or corporation of any type whatsoever. This Agreement does not confer or grant either Party hereto the right or authorisation to represent or bind the other.

17.8 Personal Data Protection

17.8.1 The Employer hereby authorises the Contractor to process the personal data contained in this Agreement. Said data shall be used to handle and perform the obligations established herein. The Employer may exercise its rights of access, modification, correction, and cancellation of said data by making the relevant request of the Contractor.

17.9 Annexes

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17.9.1 The Annexes form an integral part of this Agreement and shall be interpreted in the same way.

17.10 Subcontracting

17.10.1The Contractor shall be allowed to sub-contract any part of its obligations hereunder to an Approved Subcontractor. The Contractor may not sub-contract any part of its obligations to any other third party without the prior written consent of the Employer. If any part of the obligations of the Contractor is subcontracted, then the Contractor shall hold full responsibility for any Subcontractor.

The Contractor hereby contingently assigns to the Employer all of the Contractor’s rights under its subcontracts with the Subcontractors. Such assignment shall take effect only upon a default by the Contractor under this Agreement and the Employer’s acceptance of the specific subcontract by written notice to the Contractor and the Subcontractor. The Employer shall have no liability to any Subcontractor unless and until the Employer affirmatively accepts such assignment as described above.

The Contractor shall ensure that all of its agreements with Subcontractors that contain warranties provide that such warranties are assignable by the Contractor to the Employer and the Owner.

In the event that it is agreed that the Employer or any employee or agent thereof shall perform any of the obligations of the Contractor either in part or in total, the Employer shall be considered an independent contractor to the Contractor, and a formal agreement shall be drawn up to reflect such circumstance.

17.11 Language

17.11.1The official language between the Parties shall be English37 and all material exchanged between the Parties related to this Agreement shall be in such language.

17.12 Notices

17.12.1Any authorisations, notices or approvals required or authorised to be given hereunder or any other communications between the Parties provided for under the terms of this Agreement shall be in writing (unless otherwise provided) and shall be served:

(i) personally, which shall be deemed served on delivery, and as proof of such delivery it shall be sufficient to produce a receipt showing personal service;

(ii) by reputable express courier service, which shall be deemed served on the Day the receiving Party signed therefor, and as proof of such delivery, it shall be sufficient to produce the receipt of delivery signed by the receiving Party; or

37 Be aware if all material exchanged between the Parties will be in English or if an additional language shall be inserted.

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(iii) by facsimile transmission addressed to the relevant Party which shall be deemed to have been delivered on transmission and receipt of confirmation of successful transmission during normal business hours of the recipient, as applicable. As proof of such delivery it shall be sufficient to produce an activity report of the sender’s facsimile machine showing the confirmation of successful transmission.

The Parties’ addresses for notice and service are:

Employer: [●]38

[●][●]Attn: [●]39

Position: [●]Tel.: [●]E-mail: [●]

Contractor:[●]40

[●][●]Attn: [●]41

Position:[●]Tel.: [●]E-mail: [●]

17.13 Rules of Interpretation

17.13.1As used in this Agreement, “including” means “including, for example and without limitation” and other forms of the verb “to include” shall be interpreted in the same manner.

17.14 Privity

17.14.1Until completion of the Contractor Works, the Contractor agrees not to perorm any work directly for the Owner or deal directly with the Owner’s representatives in connection with the Wind Farm unless othewise directed in writing by the Employer. All work for the Wind Farm performed by the Contractor shall be handled exclusively by the Employer.

18. APPLICABLE LAW AND DISPUTES

38 Insert the name and address of the Employer.39 Insert the name and details of the person of the Employer who shall receive notices and such persons position, telephone number and e-mail address.40 Insert the name and address of the Contractor.41 Insert the name and details of the person of the Contractor who shall receive notices and such persons position, telephone number and e-mail address.

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18.1 Applicable Law

18.1.1 This Agreement shall be governed and interpreted in accordance with the Applicable Law.

18.2 Dispute Resolution and Arbitration

18.2.1 The Parties agree that any dispute, lawsuit, disagreement or claim arising out of the execution or interpretation of this Agreement, directly or indirectly related to the execution or interpretation of this Agreement, shall ultimately be settled by the Courts and Tribunals of ……………….

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IN WITNESS WHEREOF, the Parties sign this Agreement in duplicate to one sole effect on the Effective Date, each keeping one copy of the same.

[●]42

[Employer]

By: ________________________ By: ______________________Name: Name: Title: Title:

[●]43

[Contractor]

By: _________________________ By: ______________________Name: Name:Title: Title:

42 Insert the name of the Employer.43 Insert the name of the Contractor.

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