“**BUILD-OPERATE-TRANSFER (BOT) AGREEMENT** THIS AGREEMENT made this ______ day of ____________, ________ (the “Effective Date”), by and between _________________________, a company incorporated under the Companies Act, having its registered office at _________________________, hereinafter referred to as the “CONCESSIONAIRE” (which expression shall unless it be repugnant to the context or meaning thereof include its successors and assigns) of the ONE PART; AND _________________________, a statutory body established under the __________ Act and having its office at _________________________, hereinafter referred to as the “GRANTOR” (which expression shall unless it be repugnant to the context or meaning thereof include its successors and assigns) of the OTHER PART. The Concessionaire and the Grantor are hereinafter collectively referred to as the “Parties” and individually as a “Party”. **1. DEFINITIONS AND INTERPRETATION** The terms defined in this Agreement will have the meanings assigned to them in this Agreement and will be used for all purposes unless the context otherwise requires. **2. CONCESSION** The Grantor hereby grants to the Concessionaire the exclusive right, license, authority, and concession to finance, design, construct, operate, and transfer the Project for the Concession Period. **3. CONCESSION PERIOD** The Concession Period shall be ________ years commencing from the Effective Date. **4. DESIGN AND CONSTRUCTION** The Concessionaire shall design, construct, and complete the Project in accordance with the provisions of this Agreement. **5. OPERATION AND MAINTENANCE** The Concessionaire shall operate and maintain the Project during the Concession Period in accordance with the provisions of this Agreement. **6. TRANSFER OF THE PROJECT** Upon expiry of the Concession Period, the Concessionaire shall transfer the Project free from all Encumbrances to the Grantor. **7. FINANCING** The Concessionaire shall arrange for all finances required for the Project and the Grantor shall have no liability or obligation to provide any financing for the Project. **8. REPRESENTATIONS AND WARRANTIES** Each Party represents and warrants to the other Party that it has the power to enter into this Agreement and perform its obligations hereunder. **9. INDEMNIFICATION** Each Party agrees to indemnify and hold harmless the other Party from and against any and all claims, liabilities, damages, and expenses arising out of or relating to the breach of its representations, warranties, or obligations under this Agreement. **10. INSURANCE** The Concessionaire shall, at its own expense, take out and maintain in full force and effect insurance policies covering all risks relating to the Project. **11. FORCE MAJEURE** Neither Party shall be liable for any failure to perform its obligations under this Agreement if such failure results from a Force Majeure Event. **12. DISPUTE RESOLUTION** Any dispute arising out of or in connection with this Agreement shall be resolved through the process of arbitration. **13. GOVERNING LAW AND JURISDICTION** This Agreement shall be governed by and construed in accordance with the laws of India and the Courts at ___________ shall have exclusive jurisdiction. **14. CONFIDENTIALITY** Each Party agrees to keep confidential all confidential information received from the other Party. **15. TERMINATION** This Agreement may be terminated by either Party upon the occurrence of a Termination Event. **16. LIQUIDATED DAMAGES** In case of delay in completion of the Project beyond the Scheduled Completion Date, the Concessionaire shall pay to the Grantor liquidated damages. **17. ASSIGNMENT AND CHARGING** The Concessionaire may not assign or charge its rights and obligations under this Agreement without the prior written consent of the Grantor. **18. WAIVER** No failure or delay by either Party in exercising any right or remedy under this Agreement will operate as a waiver of such right or remedy. **19. ENTIRE AGREEMENT** This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, and negotiations. **20. AMENDMENTS** No amendment, modification or variation of this Agreement shall be effective unless it is in writing and signed by the Parties. **21. NOTICES** All notices, requests, and other communications under this Agreement must be in writing and sent to the address specified in this Agreement. **22. SEVERABILITY** If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain in effect. **23. COUNTERPARTS** This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original. **24. COSTS AND EXPENSES** Each Party shall bear its own costs and expenses incurred in connection with the preparation and execution of this Agreement. **25. NO PARTNERSHIP OR AGENCY** Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the Parties or constitute or authorize either Party to bind the other or to contract in the name of or create a liability against the other in any way or for any purpose. **26. RIGHTS OF THIRD PARTIES** This Agreement does not confer any rights on any person or party other than the Parties to this Agreement and their respective successors and permitted assigns. **27. SURVIVAL** The rights and obligations of the Parties that by their nature should survive, will survive the expiration or termination of this Agreement. **28. INDEPENDENT LEGAL ADVICE** Each Party acknowledges that it has been advised to seek independent legal advice before executing this Agreement and that it has had the opportunity to seek such advice. **29. GOOD FAITH** Each Party agrees to act in good faith in relation to the other Party and to perform its obligations under this Agreement in a manner that gives effect to the spirit, intention, and purpose of this Agreement. **30. COMPLIANCE WITH LAWS** Each Party shall comply with all applicable laws, regulations, and orders in performing its obligations under this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. _________________________ _________________________ (Concessionaire) (Grantor) By:_____________________ By:_____________________ Name: Name: Title: Title: Witnessed by: _________________________ (Name, Address and Signature)”