Dated: ________________

INTER-CONNECTION AGREEMENT[Distribution Company]
AND[Bulk Power Consumer]
Signed at [●]Page 1 of 57

TABLE OF CONTENTSRECITALS....................................................................................................................................

ARTICLE – I:

DEFINITIONS; RULES OF INTERPRETATION................................................

ARTICLE – II:PRELIMINARY ........................................................................................................

ARTICLE – III:

INTERCONNECTION CAPACITY .......................................................................

ARTICLE – IV:

CONNECTION AND ENERGIZATION RIGHT .................................................

ARTICLE – V:

INTERCONNECTION FACILITIES .....................................................................

ARTICLE – V(A):

LIQUIDATED DAMAGES .......................................................................................

ARTICLE – VI:

OPERATION AND MAINTENANCE ...................................................................

ARTICLE – VII:SAFETY AND PROTECTION ................................................................................

ARTICLE – VIII:METERING AND METER READING ..................................................................

ARTICLE – IX:

CONNECTION CHARGES .....................................................................................

ARTICLE – X:

DISCONNECTION ..................................................................................................

ARTICLE – XI:

OBLIGATIONS OF BPC ..........................................................................................

ARTICLE – XII:OBLIGATIONS OF DISCO......................................................................................

ARTICLE – XIII:RIGHT OF ACCESS..................................................................................................

ARTICLE – XIV:FORCE MAJEURE ...................................................................................................

ARTICLE – XV:EVENT OF DEFAULT, BREACH AND TERMINATION..........................

ARTICLE – XVI:LIABILITY ................................................................................................................

ARTICLE – XVII:INDEMNITY ............................................................................................................

ARTICLE – XVIII: DISPUTE RESOLUTION ........................................................................................
ARTICLE – XIX:MISCELLANEOUS PROVISIONS ..........................................................................

Page 2 of 57

This Interconnection Agreement (this “Agreement”) is made at [●] on the [●] day of [●], 2023
BY AND BETWEEN
1)[●], a public limited company incorporated under the Companies Act, 2017 vide
Certificate of Incorporation No. [●] dated [●], with its principal office at [●], Pakistan
operating as an electric power distribution company (herein referred to as the “DISCO”
which expression shall, where the context so permits, include its successors in interest andpermitted assigns);AND2)[●], a company incorporated under the Companies Act, 2017 vide Certificate ofIncorporation No. [●] dated [●], with its principal office at [●] (herein referred to as the“BPC” which expression shall, where the context so permits, include its successors ininterest and permitted assigns).
(The DISCO and the BPC are hereinafter referred to individually as a “Party” andcollectively as the “Parties”).
RECITALS

WHEREAS:A.

The DISCO is operating as a distribution company pursuant to the distribution licence
No. [●] dated [●] (the “Distribution Licence”) issued to it by National Electric Power
Regulatory Authority (the “NEPRA”) under section 20 and 21 of the Regulation ofGeneration, Transmission and Distribution of Electric Power Act, 1997 (the “NEPRAAct”) amended from time to time to engage in the distribution of electric power .

B.

The BPC is engaged in the business of [●] and as such in order to run its business requires
electric power with a maximum demand of [●] Kilo Watts at its premises situated at [●](the “BPC Premises”) which falls within the Service Territory of the DISCO. The BPC
intends to meet its electric power requirements through a competitive commercial
arrangement with a licensed Competitive Supplier.
Page 3 of 57

C.

The BPC intends to connect to the DISCO Network and pursuant to the DISCO’s
Distribution Licence the DISCO is required to offer terms in this respect.

D.

The BPC has applied to the DISCO and conveyed its intention to obtain connection interms of clause CC [.] of the Distribution Code and furnished the required details as
stipulated therein such as the type of facilities, magnitude of load demand for the facility,
load factor, proposed point of connection, tentative schedule for connection, voltage levelat which the connection is required etc.

E.

The DISCO evaluated the intention application and has satisfied itself with respect to therequirements stipulated in the Connection Code of the Distribution Code and formallyoffered to the BPC to apply for connection to the DISCO Network and provided thenecessary information required for this purpose.

F.

Upon receipt of the offer, the BPC submitted a formal application for connection to the
DISCO Network along with the required information and documents stipulated in theConnection Code of the Distribution Code.

G.

The DISCO evaluated the formal application and satisfied itself with respect to therequirements of the Distribution Code and invited the BPC according to clause CC [.] of
the Distribution Code to negotiate the terms and conditions of this Agreement.

H.

The Parties shall engage the services of the Metering Service Provider as stipulated in theCommercial Code, the Grid Code, the Distribution Code and other Applicable
Documents.

I.

After compliance with all the procedural requirements of the Distribution Code, theParties wish to enter into this Agreement.

Page 4 of 57

NOW, THEREFORE, in view of the foregoing premises and in consideration of the mutual
benefits to be derived and the representations and warranties, covenants and agreements
contained herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

Page 5 of 57

ARTICLE – I

DEFINITIONS AND RULES OF INTERPRETATION

1.1. DEFINITIONS
1.1.1. In this Agreement, capitalized terms and expressions shall have the following
meaning unless the context otherwise requires:
1) “Act” or “NEPRA Act” means the Regulation of Generation, Transmission andDistribution of Electric Power Act, 1997 (XL of 1997) as amended from time totime.
2) “Authority” or “NEPRA” means the National Electric Power Regulatory Authority
established under the Act;
3) “Agreement” means this Connection Agreement, together with all schedules
annexed hereto, dated as of the date first written above between the DISCO and theBPC, as may be amended, supplemented, restated, novated or replaced, from time totime in writing with mutual consent of the parties;
4) “Applicable Documents” means the NEPRA Act and the rules, regulations,licences, registrations, directives, codes, standards, guidelines, circulars, orders,determinations, documents, instruments, approvals and authorizations issued or
granted from time to time by the Authority in exercise of its powers under the Act;
5) “Average Sale Rate” means a rate determined by the Authority for a DISCO in
accordance with the Tariff Rules for the sale of electric power within the service
territory of a Distribution Company at one point;6) “Back-Up Metering System” means all meters and metering devices (including any
remote terminal units and an electronic data recording system) provided by the MSP
at the cost of the BPC and thereafter operated and maintained by the Metering
Service Provider as back-up to the Metering System;
7) “Bilateral Commercial Contract” means the agreement executed in accordancewith the Market Commercial Code between the BPC and the Competitive Supplierfor the sale and purchase of defined amount of Energy and/or Capacity for eachenergy settlement period or capacity settlement period, as the case maybe;

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8) “BPC Facilities” means the complex situated at the premises of the BPC;

9) “BPC Interconnection Facilities” means the facilities and equipment owned by
the BPC, including without limitation, electrical lines or circuits, transformers,
switch-gear, safety and protective devices, meters or electrical equipment to be
designed, constructed or installed by or on behalf of the BPC as specified in Schedule[ ];10) “BPC Interconnection Works” means all the works and activities to beundertaken by or on behalf of the BPC for the design, engineering, construction,
installation and commissioning of the BPC Interconnection Facilities in accordancewith this Agreement;11) “Commercial Code” or “Market Commercial Code” means the Commercial
Code prepared and amended from time to time by the Market Operator andapproved by the Authority;12) “Commissioning” means engaging in testing the Interconnection Facilities inaccordance with Commissioning Tests;13) “Commissioning Tests” means the tests to be carried out to test the electricalequipment and installations, protection mechanisms and other systems of theInterconnection Facility in order to verify the proper functioning of these electricalequipment and installations pursuant to the procedures as laid down by the DISCO;
14) “Connection Charges” means the charges calculated by DISCO, in terms of theforms and criteria approved and as amended from time to time by NEPRA, forcarrying out the works of and provision and installation of electric lines and circuits
and ancillary distribution system together with charges in respect of maintenance andrepair of such items in so far as not otherwise recoverable as use of system charges
and in respect of disconnection and the removal of electric lines and circuits, andancillary meters following disconnection, or such other charges as may be specified inor pursuant to the distribution licence;15) “Connection Site” means the premises where the BPC Interconnection Facilities
and DISCO Interconnection Facilities shall be installed and described in detail in
Schedule – [-] to this Agreement;
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16) “Consents”

means

all

approvals,consents,

authorizations,notifications,concessions, acknowledgements, licences, permits, decisions or similar items which isor are issued by a public sector entity and which a Party or any of its contractors is
required to obtain from any public sector entity and thereafter to maintain to fulfill
its obligations under this Agreement;17) “Contracted Capacity” means the contract capacity as defined in the Bilateral
Commercial Contract;18) “Contractors” means the EPC Contractor, the O&M Contractor and any otherdirect contractors and any of their direct sub-contractors hired and appointed inaccordance with relevant provisions of this Agreement;19) “Day” means a period of twenty-four (24) hours, commencing at 0000 Hrs. of eachday, and “Daily” shall be construed accordingly;20) “De-Energization or Disconnection” means switching off any isolator, breaker orswitch, including withdrawal of fuse link, whereby no electricity can flow to or fromthe DISCO Interconnection Facilities to the BPC Interconnection Facilities or viceversa;21) “Distribution Code” means the code that defines the technical and operational
standards and procedures for the distribution licensee and all those connected to the
distribution system of the distribution licensee, that has been prepared by the
distribution licensee and approved by the Authority;22) “DISCO Distribution Licence” means the distribution licence issued by the
Authority;23) “DISCO Network” Distribution Network means distribution and transmission
facilities owned, operated, managed or controlled by a DISCO and used for the
movement or delivery of Electric Power;24) “DISCO Interconnection Facilities” means the facilities and equipment owned by
the DISCO, including without limitation, electrical lines or circuits, transformers,
switch-gear, safety and protective devices or meters to be designed, constructed orPage 8 of 57

installed by or on behalf of the DISCO as specified in Schedule [•];
25) “DISCO Interconnection Works” means all the works and activities to beundertaken by or on behalf of the DISCO for the design, engineering, construction,
installation and commissioning of the DISCO Interconnection Facilities inaccordance with this Agreement;26) “Dispute” means any dispute or disagreement or difference arising under or inconnection with this Agreement including any dispute or difference concerning theexistence, legality, validity or enforceability of this Agreement;27) “Effective Date” has the same meaning ascribed thereto in Clause [•];
28) “Electrical Energy” means the net electric energy expressed in kWh that isdelivered at the Interconnection Point, as measured by the Metering System or the
Back-Up Metering System, as the case may be;29) “Electric Power” means electrical energy or the capacity for the production ofelectrical power;30) “Energization” means the switching on any isolator, breaker, switchgear or theinsertion of a fuse link so as to enable energy to flow from DISCO Interconnection
Facilities to the BPC Interconnection Facilities;31) “Event of Default” means a DISCO Event of Default, or a BPC Event of Default,
as applicable;32) “Expert” means, in relation to a dispute pertaining to financial matters, qualified
chartered account or cost and management accountant, duly registered with therecognized professional body created under the applicable law, having a minimum of
twenty years of post-qualification experience in that field; in relation to a dispute
pertaining to technical matters, a qualified engineer, duly registered with therecognized professional body created under the relevant law, having a minimum of
twenty years of post-qualification experience in that field; and in relation to a dispute
pertaining to legal matters, qualified lawyer, duly registered with the recognizedprofessional body created under the relevant law, having a minimum of twenty yearsof post-qualification experience in that field;
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33) “Force Majeure Event” shall have the meaning ascribed thereto in clause [●](Definition of Force Majeure);34) “Forced Outage”, “Outage” or “Partial Forced Outage” means from and after
the Commissioning of the Interconnection Facilities, a total or partial interruption of
the DISCO to export Electric Power to the BPC through the Interconnection Point,
including any total or partial interruption that is not the result of:(a) a request by the System Operator in accordance with the Grid Code;(b) a Scheduled Maintenance Outage;(c) a Force Majeure Event;(e) a condition caused solely by the Grid System; and / or(f) a condition that is caused solely by the Government of Pakistan.
35) “Forced Outage Allowance” means the allowance provided by DISCO for theForced Outage or Partial Forced Outage notified by the DISCO not later than two(2) hours (except in case of an emergency shutdown) prior to the relevant hour shallnot exceed one-eighty-three (183) minutes 1.
36) “Forced Outage Period” means the period of time lapsed during the Forced
Outage or Partial Forced Outage, which shall be equal to the period of time thatremains after subtracting total period of time lapsed during discontinuation of flowof electricity from DISCO at the Interconnection Point from the sum of time lapsed
during Forced Outage Allowance, Scheduled Outage, Interconnection MaintenanceOutage and Force Majeure Event;37) “Grid Code” means the grid code prepared by the System Operator pursuant to theprovisions of the Act and approved by the Authority;38) “Interconnection Capacity” means the design capacity for the purpose ofdesigning DISCO Interconnection Facilities required for the flow of electric power
to the BPC;
39) “Interconnection Maintenance Outage” means an interruption or reduction of
The allowance shall not exceed the standards set out in the NEPRA Performance Standards (Distribution)
Rules for SAIDI and SAIFI.

1

Page 10 of 57

the capability of the BPC Interconnection Facilities and/or DISCO Interconnection
Facilities scheduled preferably by mutual consultation of the Parties in accordancewith clause [•] of Article - [•] for the purpose of performing works on specificapparatus and equipment installed thereon, which, considering the Technical Limits
and Prudent Utility Practices, should not, in the reasonable opinion of the Parties, be
postponed until the next Scheduled Outage;40) “Interconnection Point” means the physical point where the metering, installation,and protection apparatus of the BPC Interconnection Facilities and DISCOInterconnection Facilities are to be connected as specified in Schedule – [-], whichis also called Common Delivery Point (CDP);41) “Interconnection Works Schedule” means the schedule for carrying out the BPC
Interconnection Works and the DISCO Interconnection Works as described in
Schedule - [•], and as may be adjusted in accordance with Article [•];
42) “Market Operator” means the person Licensed by the Authority to perform thefunctions of the Market Operator in accordance with the Act;43) “Market Participation Agreement” means the agreement executed by the Market
Operator with a market participant;44) “Metering Requirements” means the metering requirements as established in theDistribution Code, the Commercial Code and if applicable, Grid Code related to thelocation of metering point, tempering and protection, standards and performance,
testing, installation, calibrating, telemetering, access to the metering system etc.;45) “Metering Service Provider” or “MSP” means an entity responsible for theorganization and administration of the Commercial Metering System and performing
the functions of meter reading and validation at Metering Points and transferring
those values to the Market Operator;
46) “Metering System” means the system, established according to the requirements of
the Grid Code, to measure the Active and Reactive Energy injected into orwithdrawn from the Distribution Network and MDI (kW);47) “Month” means a calendar month according to the Gregorian calendar beginning at
Page 11 of 57

0000 Hrs. on the last Day of the preceding month, and ending at 0000 Hrs. on thelast Day of that month.
48) “NTDC Transmission System” means one or more systems comprising electricalfacilities including without limitation, electrical lines or circuits, transformers, substations, switches, meters, interconnection facilities or other facilities operating at or
above minimum transmission voltage constructed, owned, managed, controlled or
operated by NTDC and used for transmission of electric power from the generation
facility to sub-stations or to or from other generation facilities or between substations or to or from any interconnection facilities or from the distribution facilities
of one licensee to the distribution facilities of another licensee or from a generation
facility or distribution facility to a bulk-power consumer;49) “Operating Committee” means the committee established by the Parties pursuant
to clause [•] for the purposes described in clause [•] and clause [•];
50) “Operating Procedures” means the procedures for the operational matters
between the BPC Interconnection Facilities and DISCO Interconnection Facilities tobe determined by the Operating Committee in accordance with clause [-];
51) “Power Safety Code” means the Code containing guidelines and instruction forplanning, development, operation and maintenance of DISCO Network in an
efficient and safe way as approved by NEPRA and as from time to time, revised withthe approval of NEPRA;
52) “Metering Code” means the sub code of the Distribution and Grid Code related tothe minimum technical, design and operational criteria for revenue metering for the
purpose of electricity sale and flow;53) “Prudent Electrical Practices” means the use of equipment, practices or methods,
as required to comply with applicable industry codes, standards, and regulations inPakistan to protect the Grid System, employees, agents, and customers from
malfunctions occurring at the Grid System. Prudent Electrical Practices are notlimited to optimum practices, methods or acts to the exclusion of all others, butrather are a spectrum of possible practices, methods and acts which could have been
expected to accomplish the desired result at reasonable cost consistent with reliability
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and safety;54) “Prudent Utility Practices” means those standards, practices, methods andprocedures conforming to safety and legal requirements which are attained byexercising that degree of skill, diligence, prudence and foresight which would
reasonably and ordinarily be expected from skilled and experienced operatives
engaged in the same type of undertaking under the same or similar circumstances;
55) “Re-Energization” means the Energization pursuant to De-energization after
cessation of cause(s) thereof;56) “SCADA System” means a supervisory control and data acquisition system;57) “Scheduled Outage” means a planned interruption of the DISCO Interconnection
Facility or BPC Interconnection Facility;58) “System Operator” means a person licensed by the Authority under section 23G ofthe Act to function as System Operator; and59) “Term” - The meaning ascribed thereto in clause [•].

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1.2. RULES OF INTERPRETATION

1.2.1. In this Agreement:a) the headings are for convenience only and shall be ignored in construing thisAgreement;b) other than where the context determines otherwise, the singular includes theplural and vice versa;c) references to Articles, Recitals and Schedules are, unless otherwise specified,references to Articles of, and Schedules and Recitals to, this Agreement;d) the words “include”, “including” and “in particular” shall not be construed as,
nor shall they take effect as, limiting the generality of any preceding words;e) references to a Party are references to a party to this Agreement, including that
Party’s assigns or transferees permitted in accordance with the terms of thisAgreement and its successors in title;f) in carrying out its obligations and duties under this Agreement, each Party shallhave an implied obligation of good faith;g) the Schedules (and if any schedules or tables thereto) to this Agreement form
part of this Agreement, and capitalized terms and abbreviations used in the
Schedules (and if any schedules or tables thereto) which are not defined thereinshall have the meanings given to them in clause 1.1 of this Agreement,
respectively;h) except as otherwise indicated in this Agreement, references to time are references
to the Pakistan Standard Time (PST);i) a reference to any statute, regulation, ordinance, by-law, resolution, rule, order ordirective includes all statutes, regulations, ordinances, by-laws or resolutions,rules, orders or directives varying, consolidating, re-enacting, extending or
replacing it and a reference to a statute includes all regulations, rules and by-lawsof a legislative nature issued under that statute;
Page 14 of 57

j) a reference to a document or provision of a document, including this Agreement,
includes an amendment or supplement to, or replacement or novation of, that
document or that provision of that document, as well as any exhibit, schedule,
appendix or other annexure thereto.

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ARTICLE – IIPRELIMINARY
2.1. PURPOSE
2.1.1. This Agreement shall govern the rights and obligations of the Parties with respect
to the connection of BPC with the DISCO Network including, operations andsafety across the DISCO and BPC Interconnection Facilities and the Distribution
System as per the Distribution Code and where applicable the Grid Code 2.
2.1.2. This Agreement is in addition to, and does not replace or override the conditions
and parameters of the Distribution Code, Grid Code, Commercial Code, Market
Participation Agreement with the Market Operator, if applicable, and any other
Applicable Documents.
2.2. EFFECTIVE DATE AND TERM
2.2.1. This Agreement shall become effective upon its execution (the “Effective Date”).
2.2.2. Unless terminated earlier in accordance with its terms or is earlier terminated bymutual consent of the Parties, this Agreement shall continue in full force and effectfrom the Effective Date for as long as the DISCO Distribution Licence is valid(the “Term”).
2.3. CONSENTS
2.3.1. From and after the Effective Date, each Party shall, at its own cost and expense,
apply for, procure, diligently pursue and, following receipt, maintain (and, whereapplicable, cause its contractors to procure and maintain) all Consents required tobe obtained by such Party for the performance of its obligations under thisAgreement.
2.3.2. The Parties recognize that it is impractical at this stage to provide for every
eventuality and contingency in this Agreement, which may arise on account of any
The Grid Code shall precede the Distribution Code in the connection on Transmission Voltage and this clauseshall be amended accordingly in such agreement.

2Page 16 of 57

inconsistency with the power sector reform process and the legal, regulatory andcontractual regime framed or as amended and modified from time to time by thecompetent authority. Accordingly, the Parties hereby agree that it is their intention
that in case such eventuality and contingency arise, the Parties shall use their best
efforts to agree on such action(s) as may be necessary to remove the cause orcauses of such eventuality and contingency.

2.4. COMPLIANCE WITH THE DISTRIBUTION CODE, GRID CODE AND
COMMERCIAL CODE
2.4.1. The Parties hereby agree to be bound by and to comply with all of the provisionsof the Distribution Code, Grid Code and the Commercial Code, so far as they areapplicable to the Parties in the same manner as if such provisions formed part ofthis Agreement.

2.5. PROVISION OF INFORMATION
2.5.1. The DISCO shall, as and when required, disclose or provide to the BPC any
information necessary for the purposes of operation and maintenance of the BPC
Interconnection Facility or such information as is required to be disclosed orprovided to the BPC pursuant to the Distribution Code, Grid Code, thisAgreement and other Applicable Documents.
2.5.2. Information disclosed or provided by DISCO shall be, to the best of the DISCO's
knowledge, true, correct and complete at the time at which such disclosure orprovision is made. Where DISCO discovers that any information previously
disclosed or provided by it to the BPC was untrue, incorrect, or incomplete,
DISCO shall as soon as reasonably practicable in the circumstances rectify thesituation and disclose or provide the true, correct, or complete information to theBPC.
2.5.3. The BPC shall, as and when required, disclose and provide to DISCO:a) the information which is necessary for operation and maintenance of DISCOInterconnection Facilities;

Page 17 of 57b) such other information as is required to be disclosed or provided to DISCO
pursuant to the Distribution Code, the Grid Code and this Agreement;
2.5.4. Information disclosed or provided by the BPC shall be, to the best of its
knowledge, true, correct and complete at the time at which such disclosure orprovision is made. Where the BPC discovers that any information previously
disclosed or provided by it to the DISCO was untrue, incorrect, or incomplete, the
BPC shall as soon as reasonably practicable in the circumstances rectify thesituation and disclose or provide the true, correct, or complete information to
DISCO.
2.5.5. The BPC represents to the DISCO that the information required for supply ofElectric Power as well as the information required for ensuring the stability ofsystem operations and the DISCO Network pursuant to the provisions ofDistribution Code and if applicable, Grid Code, has already been provided to the
DISCO.
2.6. EXCLUSIVITY
2.6.1. Save to the extent permitted otherwise by the Authority, the BPC shall not, during
the continuation of this Agreement and continuation of connection under thisAgreement, connect or enter into similar arrangement to connect with the systemof any entity having a distribution licence or special purpose transmission licence ina manner inconsistent with the terms of this Agreement, the Grid Code or theDistribution Code.

2.7. APPOINTMENT OF THE OPERATING COMMITTEE
2.7.1. The Parties shall, within [●] days of the execution of this Agreement, establish an
Operating Committee to perform the various co-ordination and liaison activities
for all relevant matters set forth in this Agreement and the Distribution Code andif applicable, the Grid Code.
2.7.2. The Parties shall discuss and resolve, in accordance the terms of this Agreement
and Applicable Documents, any and all technical, safety or coordination issues,

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testing protocols or procedures of the Connection Sites, arising under or relating tothis Agreement.

2.8. OPERATING COMMITTEE
2.8.1. The Operating Committee shall be comprised of four (4) members. Each Party
shall designate two (2) members to represent it on the Operating Committee, andeither Party may remove and replace any of its Operating Committee members at
any time upon notice to the other Party. Members of the Operating Committee
shall have reasonable experience of working on projects of a similar nature forundertaking the Operating Committee’s scope of work.
2.8.2. The Operating Committee shall develop procedures for holding of meetings,
keeping of minutes thereof, and the appointment and operation of subcommittees.
2.8.3. Chairmanship of the Operating Committee shall rotate each six (6) months
between the Parties, and the Parties agree that DISCO shall nominate the firstchairman. The chairman shall not have a casting vote.
2.8.4. Decisions of the Operating Committee shall require unanimity among themembers present at the Operating Committee’s meeting, in addition to fulfillmentof its quorum. A quorum of the members of the Operating Committee shall be
fulfilled when there are present at such meeting at least one (1) member
representing each Party.
2.9. DUTIES OF OPERATING COMMITTEE
2.9.1

The Parties agree that the duties of Operating Committee shall be inter-alia as
under:a) The Operating Committee shall be responsible for assisting the Parties in finalizing
the Operating Procedures in accordance with clause 2.8 and for advising theParties on matters pertaining to the Interconnection Facilities and Metering System
including:Page 19 of 57

i.

co-ordination of the respective programs and procedures of the Parties forthe operation and maintenance of the BPC Interconnection Facilities,
DISCO Interconnection Facilities, and all related equipment (for the
avoidance of doubt, it is hereby declared that the Operating Committee
shall not establish programs and procedures for the construction of theInterconnection Facilities);

ii.

steps to be taken on the occurrence of a Force Majeure Event affecting a
Party, BPC Interconnection Facilities, DISCO Interconnection Facilities,
DISCO Network or any related equipment;iii.

safety and protection matter pertaining to the operation and maintenanceof the BPC’s Interconnection Facilities and DISCO Interconnection
Facilities;iv.

review and revision of protection schemes;v.

facilitation of the Metering Service Provider in the maintenance of theMetering System and meter reading as per the Commercial Code;vi.

developing testing procedures for the DISCO Interconnection Facilities
and the BPC Interconnection Facilities; andvii.

any other matter agreed upon by the Parties.

b) The Operating Committee shall have no power or authority to amend or modify
the provisions of this Agreement, or to determine the rights and/or obligations of
the Parties under this Agreement.

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ARTICLE – III:

INTERCONNECTION CAPACITY

3.1. Subject to the terms of this Agreement, DISCO shall, except to the extent where
DISCO is prevented from doing so by network reliability condition as set out in theDistribution Code and if applicable, the Grid Code, which could not have been avoided
by DISCO by exercise of Prudent Utility Practices, make available at all times during theTerm of this Agreement, the DISCO Interconnection Facilities capable of handlingElectric Power demanded by BPC up to the Interconnection Capacity.
The Parties understands that the energy flow from the DISCO Interconnection Facility to the
BPC Interconnection Facilities, under this Agreement, through DISCO Network shall begoverned under the provisions of the Distribution Code and, if applicable, the Grid Code.
3.2. In case the BPC exceeds its demand beyond Interconnection Capacity, the DISCO shallgive notice to the BPC setting out the details and directing the BPC to remedy thesituation within a time of one hour from such notice failing which DISCO may DeEnergise the connection.
3.3. The DISCO shall Re-Energise the connection if the BPC is able to satisfy DISCO that
arrangements have been made that the Load shall not exceed beyond theInterconnection Capacity again.

Page 21 of 57

ARTICLE – IV:

CONNECTION AND ENERGIZATION RIGHT

4.1. Subject to the terms of Article X of this Agreement, Distribution Code, Grid Code andthe Applicable Documents, the BPC Interconnection Facilities shall be and remain to beconnected to the DISCO Network at the Interconnection Point for the Term of thisAgreement.

4.2. Subject to the terms of this Agreement, Distribution Code, Grid Code and theApplicable Documents, DISCO shall keep and remain to keep the BPC Interconnection
Facilities Energised for the Term of this Agreement.

Page 22 of 57

ARTICLE – V:

5.1. DATANECESSARY

INTERCONNECTION FACILITIESFORCONSTRUCTIONOF

INTERCONNECTION

FACILITIESThe BPC and the DISCO shall exchange all information, in accordance with theDistribution Code and Grid Code or otherwise required by the other party for the
purposes of this clause 5.1, within the time period provided therefor in theInterconnection [Works Schedule]. Within ten (10) Days of a request by either Party, therequested Party shall provide all additional information reasonably requested by therequesting Party in connection with the execution of its Interconnection Works.
5.2. GRANTING OF EASEMENTS AND RIGHTS-OF-WAYa) If required, the BPC shall grant to the DISCO, easements and rights of way acrossthe Connection Site, where the Interconnection Facilities are to be constructed,
necessary to carry out and complete the DISCO Interconnection Works and tooperate, maintain, replace and/or remove the DISCO Interconnection Facilities
during the term of this Agreement. The easements and rights of way shall grant to
the DISCO adequate and continuing rights for the purposes set forth in this clause
5.2 to enter the Connection Site, subject only to the DISCO giving reasonable priornotice to the BPC. Upon request by the DISCO, the BPC shall execute such
instruments for grant of easements, rights of way, licences and other documents,
each in recordable form, such as the DISCO may reasonably require for recording
any and all of the above rights. Consideration for grant of such rights shall be theexecution of this Agreement, and no other consideration shall be required. When on
Connection Site, the DISCO shall comply with all reasonable instructions of the
BPC and its Contractors relating to the carrying out of any work on Connection Site.
b) Except as provided in clause 5.2 (a), the DISCO shall be responsible for obtaining
all rights-of-way, easements and other real or personal property interests necessary
to construct, operate and maintain the DISCO Interconnection Facilities during the
Term.

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5.3. CONSTRUCTION OF THE BPC’S INTERCONNECTION FACILITIES
a. The BPC, at its cost, shall carry out or cause to be carried out the BPC
Interconnection Works with all proper skill, diligence and care, and in all material
respects in accordance with:i.

this Agreement;ii.

the Laws of Pakistan and the applicable Consents;iii.

the Distribution Code and Grid Code;iv.

Prudent Utility Practices and Prudent Electrical Practices; andv.

[Interconnection Works Schedule],

so that the BPC Interconnection Facilities can reasonably be expected to provide a
useful life of not less than the [x] years as mutually agreed by Parties.
b. The design, scope and specification of the BPC Interconnection Works are set forthin Schedule-IV. The BPC shall provide the DISCO not less than thirty (30) Days’prior written notice of the date from which it or its Contractor will commence the
BPC Interconnection Works, and shall complete the BPC Interconnection Works inaccordance with the Interconnection Works Schedule. BPC shall procure (or cause
its Contractors to procure) all Consents necessary for carrying out the BPC
Interconnection Works.

5.4. DISCO INTERCONNECTION FACILITIESThe DISCO shall design, construct, complete, and commission the DISCOInterconnection Facilities in accordance with [Interconnection Works Schedule] of thisAgreement, Prudent Utility Practices and Prudent Electrical Practices so that the
DISCO Interconnection Facilities can reasonably be expected to have a useful life of
not less than the Term of this Agreement.

5.5. CONSTRUCTION OF DISCO INTERCONNECTION FACILITIESa. Subject to the payment of Connection Charges by BPC in terms of Article IX of thisAgreement, the DISCO shall make the final design of the DISCO Interconnection
Facilities in accordance with the [Interconnection Works Schedule]. The
Interconnection Work Schedule shall be made by the DISCO keeping in view the
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date when the BPC Facilities are to be commissioned. If requested by the BPC, the
DISCO shall provide to the BPC such updates and reports on the progress of the
DISCO Interconnection Works.. The DISCO shall complete the DISCOInterconnection Works, in accordance with the Interconnection Works Schedule, so
as to be able to deliver the Electrical Power at the Interconnection Point, no later
than [●] Days prior to the completion date agreed therefor in the Interconnection
Works Schedule. Provided however, that such completion date shall be extended ona Day-by-Day basis because of occurrence of any of the following:i.

the BPC’s failure to execute, in sufficient time for the DISCO to complete
the DISCO Interconnection Facilities, such easements, rights-of-way,licences and other documents, each in recordable form, as the DISCO may
reasonably require to record the deeds, easements, rights-of-way and licences
granted pursuant to clause 5.2;

ii.

a Force Majeure Event that materially and adversely affects the DISCO’s
ability to perform its obligations in accordance with this Article V;iii.

any other failure by the BPC to perform in accordance with this Agreementthat materially and adversely affects the DISCO’s ability to perform its
obligations in accordance with this Article V,

provided however, that no extension shall be granted to the DISCO to the extent
that such failure or delay would, nevertheless, have been experienced by the DISCO.

5.6. TESTING
The Parties shall co-operate in testing the DISCO Interconnection Facilities and the
BPC Interconnection Facilities, as mutually agreed between them.

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ARTICLE – V(A):

LIQUIDATED DAMAGES

5A.1. LIQUIDATED DAMAGES
Without prejudice to the Parties rights under Article XIV the Parties agree that any
liquidated damages payable under this Article – V(A) shall be the Parties sole andexclusive remedy against the other Party in respect of the matters to which suchliquidated damages relate.
5A.2. If the DISCO has not completed and Energised the DISCO Inter-connection Facilities
by the date required in the Inter-connection Works Schedule, the date may be extendedin accordance with clause 5.5 (a) (i), (ii) & (iii). In case the delay is beyond the datestipulated according to this agreement, the DISCO shall pay the BPC as liquidated
damages an amount as determined the Authority.
5A.3. The DISCO shall have no obligation to make the payments provided in this clause 5A.2
if, and to the extent that, the delay in the commissioning/Energization would
nevertheless have occurred regardless of the DISCO’s delay in completion of DISCOInterconnection Facilities.

5A.4. If the BPC fails to construct and commission the BPC Interconnection Facility as per
the Interconnection Works Schedule and the DISCO has regardless completed the
DISCO Interconnection Works as per the Interconnection Works Schedule. The BPC
shall pay the DISCO as liquidated damages an amount as determined by the Authority.

5A.5. The BPC shall pay to the DISCO an amount in the form of liquidated damages as
determined by the Authority for non-compliance with the standards set in theDistribution Code, the Grid Code and other Applicable Documents including but notlimited to the failure of DISCO to maintain a power factor as stipulated in the
aforementioned documents.

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ARTICLE – VI:

OPERATION AND MAINTENANCE

6.1. The BPC shall operate and maintain the BPC Interconnection Facilities in accordancewith this Agreement, the Distribution Code, Grid Code, and the Prudent Utility
Practices.

6.2. The BPC shall ensure that the apparatus and equipment of BPC Interconnection
Facilities installed at the Connection Site always comply with the technical specifications
specified by DISCO in accordance with the Distribution Code and if applicable, theGrid Code, and more precisely described in the [BPC Interconnection Facilities
Schedule] of this Agreement.
6.3. If at any time, DISCO comes to know that apparatus or equipment has different
performance characteristics and technical parameters than those provided by the BPC
and in DISCO’s view it may pose safety issues, the connection shall be immediately Deenergised with intimation to System Operator till the breach is remedied.
6.4. However, if in DISCO’s view, the change may not pose safety issues, DISCO, with
intimation to the System Operator, shall notify the BPC to remedy the breach within thetime specified by DISCO in this regard.
6.5. DISCO shall maintain and operate the DISCO Interconnection Facility in accordancewith the conditions laid down in the DISCO Distribution Licence, provisions ofDistribution Code, Grid Code and Prudent Utility Practices and any other Applicable
Documents.
6.6. The Parties shall be entitled to plan and execute outages on account of repair andmaintenance of their respective apparatus and equipment at the Connection Site upon
notice to and consent of the other party. However, the parties shall endeavor that bothInterconnection Facilities schedule their outages at the same time.

6.7. Subject to the provisions of the Distribution Code i.e. Distribution Operation Code and
NEPRA Performance Standards (Distribution) Rules, 2005 as amended from time to
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time, if at any time, in the reasonable opinion of DISCO, the condition or manner ofoperation of the DISCO Network or the BPC Interconnection Facilities pose an
immediate threat of injury or material damage to any person or to the DISCO Network,
DISCO shall have the right to De-Energise, with intimation to System Operator, theBPC's apparatus and equipment at the Connection Site to avoid the occurrence of suchinjury or damage and inform the BPC about the measures at the earliest. ReEnergization of the BPC’s apparatus and equipment by the DISCO will be carried out
as soon as practicable after cessation of the circumstances that led to such Deenergization and keep the BPC informed about such Re-energization measures, as per
the Distribution Code, the Grid Code and the Applicable Documents.
6.8. Subject to the provisions of the Distribution Code, if at any time, in the reasonable
opinion of the BPC, the condition or manner of operation of DISCO Interconnection
Facilities pose an immediate threat of injury or material damage to any person or to the
BPC Interconnection Facilities, the BPC shall report such condition or manner ofoperation to DISCO who shall, with intimation to System Operator, De-energise the
DISCO’s apparatus and equipment at the Connection Site or take any other action
necessary to do so to avoid the occurrence of such injury or damage and inform the
BPC about the measures at the earliest. DISCO shall Re-Energise its apparatus andequipment at the Connection Site as soon as practicable after cessation of thecircumstances that led to such De-Energization and inform the BPC about such ReEnergization measures as per the Distribution Code, the Grid Code and Applicable
Documents.
6.9. In emergency situations, DISCO may De-energise the connection at any time with
intimation to the System Operator. However, such De-energisation should be for the
shortest period practicable and Electrical Energy should be restored as soon as the
emergency situation ceases to exist. However, neither Party shall restore the connection
until the other Party has confirmed that reconnection may take place.
6.10. The Parties shall always maintain their respective apparatus and equipment at theConnection Site in such proper condition that it is fit for the flow of Electrical Energy
to BPC Interconnection Facilities from DISCO Network up to the Interconnection
Capacity unless under scheduled maintenance.
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ARTICLE – VII:

7.1

SAFETY AND PROTECTION

The Parties shall observe and comply with the safety and protection of the apparatus andequipment installed at their respective Interconnection Facilities at the Connection Site inaccordance with the Distribution Code, NEPRA’s Power Safety Code, Grid Code, and
NEPRA Performance Standards (Distribution) Rules, 2005 as amended from time totime.

7.2 In addition to the above, the Parties shall also observe and comply with the requirementsof health, safety and environment prescribed under any applicable law for the time being
in force and as per the Prudent Utility Practices.
7.3 Each Party shall appoint a coordinator to coordinate safety and protection precautions
when some work is required to be carried out at the Connection Site with respect toapparatus and equipment installed at the respective Interconnection Facilities.
7.4 PROTECTIVE DEVICESa) As part of the BPC Interconnection Works, the BPC shall install protective relays inaccordance with [Schedule: BPC Interconnection Facilities] following thestandards set by the Distribution Code and, if applicable, Grid Code. The BPC shallmaintain the settings of all relays at the levels agreed by the BPC and DISCO, andthe BPC shall not change such settings without DISCO’s prior consent.
b) The BPC and DISCO shall verify the operation of the protection devices inaccordance with the testing program set forth in [Testing & Commissioning
Schedule].
c) Each Party shall notify the other Party in advance of any changes to either the BPC
Facilities or the DISCO Network that may affect the proper co-ordination ofprotective devices between the two systems. Further, BPC shall not make any suchchanges to the BPC Facilities without the DISCO’s approval.

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ARTICLE – VIII:

8.1

METERING AND METER READINGMETERING SYSTEMSa) The Parties acknowledge that for the purposes of recording the flow of Electrical
Energy through the Interconnection Point, the Metering System and, if applicable,
Back-up Metering System is required.
b) The Metering System and the Back-Up Metering System shall be:i.

fully compatible with the characteristics of Advanced Metering
Infrastructure (AMI) system;ii.

compliant with the Grid Code, Distribution Code and the Commercial
Code;

iii.

compliant with the specification of the Metering Service Provider.

The Metering System and the Back-up Metering System shall be installed,commissioned, operated and maintained as per the requirements of the Grid Codeand the Distribution Code.
8.2

INSTALLATION OF METERING & BACK-UP METERING SYSTEMSa) The Metering & Back-Up Metering Systems shall be installed, commissioned,
operated and maintained according to the provisions of the Metering Code of theGrid Code.
b) The BPC shall ensure that it or its Contractors, employees, agents and invitees(other than the DISCO), and others for whom the BPC is responsible, shall not
tamper with the Metering System or the Back-Up Metering System.
c) The BPC shall grant all such easements and right of ways as stipulated under the
Grid Code and the Distribution Code to the location of the Metering System on theConnection Site, and for ingress and egress thereto and therefrom.

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8.3

TESTING OF THE METERING SYSTEMa) The metering systems shall be tested as per the provisions of the Grid Code and theDistribution Code. The BPC shall cooperate with the MSP and shall not prevent the
MSP from making unscheduled inspections. The BPC and the DISCO shall have theright to witness the tests as well as any inspection of the Metering System and the
Back-Up Metering System or adjustments thereof performed in accordance with the
Grid Code and the Distribution Code; provided that if any of their representative
fails to attend such test(s), inspection or adjustment, such right shall be deemed tohave been waived with respect to such test(s), inspection and/or adjustment.
b) The accuracy of each of the Metering System and the Back-Up Metering Systemshall be tested as per the provisions of the Grid Code. If necessary, the recalibration
shall be performed as per the provisions of the Metering Code of the Grid Code &Distribution Code. The Parties shall have the right to witness such tests. Any costs
arising on account of replacement of any part or equipment of Metering or the
Back-Up Metering System shall be borne by the BPC.
c) In addition to the tests to be carried out pursuant to clause 8.3 (a) & (b), if any Party
believes that the Metering System is inaccurate, it shall inform the Metering Service
Provider, requesting that the Metering System’s accuracy be tested.

8.4 READING METERSa) The Metering System and the Back-Up Metering System shall be equipped with suchtelemetry and electronic data recording systems capable of recording the Electrical
Energy as stipulated in the Grid Code. The Metering System and Back-Up Metering
System shall be capable of communicating the metering data as required under the
Grid Code to the metering data management system (MDM) of the MSP.

b) The Metering System shall be used to measure the Electrical Energy, provided thatduring any period when the Metering System is out of service as a result of
maintenance, repairs or testing, then the procedure as laid down in the Commercial
Code and the relevant operational procedure, as amended from time to time, shall befollowed.

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c) Where during any test carried out pursuant to clause 8.3 (a), the Metering System isfound to be inaccurate by more than the amount stipulated in the Grid Code, or isotherwise unavailable or functioning improperly, then the correct amount ofElectrical Energy delivered to the BPC for the actual period during which inaccurate
measurements were detected, if any, shall be determined as per the procedure laid
down in the respective provisions of the Commercial Code and its operational
procedures, as amended from time to time.
8.5 SEALING OF METERING SYSTEMSa) The Metering System and the Back-Up Metering System shall be sealed as per theprovisions of the Grid Code.
b) Seals on the Metering System and the Back-Up Metering System shall be broken
only in accordance with the procedure stipulated in the Grid Code.
c) If any seal securing the Metering System or the Back-Up Metering System is foundto be broken, or if the Metering System or the Back-Up Metering System has beenfound to have been tampered with, and, in either case, the Metering System is foundto be inaccurate or otherwise unavailable or functioning improperly, then therelevant provisions of the Commercial Code and the Grid Code and Distribution
Code shall apply.

8.6 REPAIR, REPLACEMENT OR RECALIBRATION OF METERING SYSTEM &BACK-UP METERING SYSTEMa) The repair, replacement and recalibration of the Metering & Back-up Metering
System shall take place in accordance with the procedures set forth in Grid Code,Commercial Code, the Distribution Code and other Applicable Documents.

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ARTICLE – IX:

9.1

CONNECTION CHARGESThe BPC shall pay to DISCO the Connection Charges at the rate and in the manneras determined by NEPRA.

9.2

DISCO shall issue a demand note to the BPC for the one-time payment ofConnection Charges and the BPC shall pay the same within [●] Days of issuance ofthe demand note.

9.3

In case the BPC fails to make payment of the Connection Charges within the time
stipulated in the demand note, DISCO, on the request of the BPC, may extend thepayment date once. However, the amount thereof may vary on account of change inprice of material, if applicable. The BPC shall pay the said charges within the time
stipulated in the demand note issued under this clause 9.3.

9.4

The obligation of DISCO in terms of clause 5.4 of this Agreement (to construct the
DISCO Interconnection Facilities) shall be subject to compliance by BPC with this
Article – IX.

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ARTICLE – X:

10.1

DISCONNECTION

If the BPC is in breach of any of the provisions of this Agreement or of theprovisions of the Distribution Code, Commercial Code, Grid Code or of any other
Applicable Document and such breach causes or can reasonably be expected to causea material damage to the performance or operations of DISCO or other users or the
DISCO Network or the NTDC Transmission System or the apparatus andequipment of other connected users then the DISCO may:a) where the breach is capable of remedy, give written notice to the BPC specifying inreasonable detail the nature of the breach and requiring the BPC to remedy thebreach within [●] days after receipt of such notice.; orb) where the breach is incapable of remedy, give written notice to the BPC specifying
in reasonable detail the nature of the breach and ask for the reasons why the breachis incapable of remedy and require the BPC within [●] days after receipt of such
notice to undertake that it shall not repeat the breach.

10.2

In case the BPC fails to:a) remedy the breach within the time specified in the notice after receipt thereof interms of sub-clause (a) of clause 10.1 above or within the period extended by
DISCO, if any, then DISCO may disconnect the apparatus and equipment of the
BPC at the Connection Site from DISCO Network; orb) provide undertaking to DISCO in terms of sub-clause (b) of clause 9.1 above or is inbreach of that undertaking, then DISCO may disconnect the apparatus andequipment of the BPC at the Connection Site from DISCO Network.

10.3 In case the BPC fails to comply with the provisions of Commercial Code and theMarket Operator issues a disconnection request:a) Upon receipt of such disconnection request, the DISCO will disconnect theInterconnection Facility on date and time as specified in the disconnection request.

Page 34 of 57b) The DISCO shall not reconnect the Interconnection Facility until it receives awritten notice from the Market Operator to reconnect the BPC Interconnection
Facility.
10.4 In case the competitive supplier fails to fulfill its obligations related to the payment
of Use of System Charges to the DISCO, the DISCO shall notify such non-payment
to the BPC and temporarily disconnect the BPC till the time the issue of nonpayment is resolved in terms of the relevant Use of System Agreement. Any costassociated with this disconnection or the reconnection thereafter, shall be borne by
the BPC. The recovery of such costs by the BPC from its competitive supplier shallbe settled between them bilaterally.

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ARTICLE – XI:

11.1

OBLIGATIONS OF BPC

During the continuation of this Agreement, the BPC undertakes to maintain the BPC
Interconnection Facilities and operate the same in accordance with this Agreement.

11.2

The BPC agrees that its apparatus and equipment shall be in accordance with thespecifications provided by DISCO and shall also be capable of complying with therequirements under the Distribution Code.

11.3

The BPC undertakes not to exceed its demand beyond the Interconnection Capacity.

11.4

The BPC shall provide authentic data required for operational and planningpurposes, performance characteristics and technical parameters of apparatus andequipment installed at the BPC Interconnection Facilities to DISCO.

11.5

The BPC shall not alter, replace or change the apparatus and equipment regarding
which data was provided to DISCO in such a way as to cause the performance
characteristics and technical parameters to change, unless the change has been
notified to and agreed by, DISCO before the change is implemented.

11.6

All apparatus or equipment installed at the BPC Interconnection Facilities shall, at all
times, be compliant with hierarchy of standards as laid down in CC 4.1 of theConnection Code of the Grid Code.
Where the standards as referred to in clause 11.6 above are not applicable, then insuch case the standards agreed with the DISCO and shall be applicable.

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ARTICLE – XII:

12.1

OBLIGATIONS OF DISCO

DISCO agrees to plan, develop, make available, operate and maintain the DISCO
Network in accordance with its Licence, the Distribution Code and while doing so it
shall follow the performance standards set by NEPRA as well as it shall follow the
Prudent Utility Practices.

12.2

Subject to this Agreement, DISCO agrees to deliver the Electric Power at theInterconnection Point.

12.3

DISCO shall have the right to De-Energize the apparatus and equipment installed at
the Connection Site in accordance with the Grid Code, Commercial Code, theDistribution Code, this Agreement and other Applicable Documents.

12.4

In case DISCO De-Energizes the apparatus and equipment of the BPC in terms ofthis Agreement, it shall Re-Energise the apparatus and equipment of the BPC
installed at the Connection Site as soon as the cause of De-Energization iseliminated.

12.5

DISCO shall inform System Operator about execution of this Agreement andforward all relevant technical details of the plant, apparatus, facilities, and connection
including the metering installation under this Agreement.

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ARTICLE – XIII:
13.1

RIGHT OF ACCESSThe Parties agree that upon reasonable notification, the DISCO including its nominatedthird party or contractors shall have unhindered access to BPC's apparatus andequipment installed at the Connection Site for the purpose of installation, testing,commissioning, maintenance, inspection, modification, replacement and removal of theInterconnection Facilities. The BPC shall have limited access to the DISCO’s apparatus
and equipment installed at the Connection Site for the purposes of installation, testing,commissioning, maintenance, inspection, modification, replacement and removal of its
equipment subject to prior permission of the DISCO. Both Parties shall take reasonable
steps to ensure the following:i. the property or apparatus and equipment belonging to either Party is not damaged;ii. in case any damage is caused to other Party’s property, apparatus and equipment, it
is remedied as quickly as practicable;iii. minimal disturbance and inconvenience as less as possible is caused to the property,
personnel, apparatus and equipment of either Party.

13.2

The Parties agree that the right of access includes the right to bring on to the Connection
Site or to the premises of the other Party, vehicles, plant, machinery, maintenance orconstruction materials as shall be reasonably necessary for the agreed purpose of work to
be done.

13.3 The Parties further agree that access shall be available at all times to personnel of theParties or third parties nominated by the Parties for the above purposes unless a safetyissue prevents such access.

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ARTICLE – XIV:

14.1

FORCE MAJEURE

Force Majeure shall mean any event or circumstance which is beyond the reasonable
control of a Party and which could not have been prevented by Prudent Utility
Practice resulting in or causing the failure of that Party to perform any of its
obligations under this Agreement and includes acts of God, war declared or
undeclared, invasion, blockade, embargo, revolution, riot, insurrection, civilcommotion, act of terrorism, or nationwide strikes, lockouts or other industrial
disturbance, lightning, fire, earthquake, tsunami, flood, storm, cyclone, typhoon,
tornado, governmental restraint, and change in law adversely affecting the rights ofthat Party under this agreement. Provided that the inducement of worker's strike on
account of mismanagement by that Party or lack of funds shall not be interpreted asa cause beyond the reasonable control of a defaulting party.

14.2

If a Party affected by Force Majeure is unable to carry out its obligations under thisAgreement, it shall give the other Party a notice of Force Majeure, describing thecircumstance of Force Majeure, including the nature of the occurrence, its expected
duration and the particular obligations affected by it, as soon as practicable but inany event not later than forty eight (48) hours after it becomes aware of theoccurrence of Force Majeure or twenty four (24) hours after the resumption of anymeans of communication for giving the other Party such notice and continue tofurnish weekly reports with respect thereto during the period of Force Majeure.

14.3

If a Party is unable to carry out any of its obligations under this Agreement, on
account of Force Majeure (the ‘Non-Performing Party’), this Agreement shallremain in effect, but, save as otherwise provided herein, the Non-Performing Party’s
obligations under this Agreement shall remain suspended without liability during thecontinuation of Force Majeure circumstance. Provided that the liabilities of either
Party that arose before the Force Majeure causing the suspension of performanceshall not be excused as a result of the Force Majeure.

14.4 The affected Party shall use all reasonable efforts to mitigate the effects of a Force
Majeure Event.

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14.5 So long as the affected Party has at all times since the occurrence of the Force
Majeure Event complied with the obligations of clause [●] (Notification Obligations)and clause [●] (Duty to Mitigate) and continues to so comply, then (i) the affected
Party shall not be liable for any failure or delay in performing its affected obligations,
except payment obligations, under or pursuant to this Agreement during theexistence of a Force Majeure Event and (ii) any affected performance deadline thatthe affected Party is obligated to meet under this Agreement shall be extended;
provided however, that no relief, including the extension of performance deadlines,
shall be granted to the affected Party pursuant to this clause 14.5 to the extent thatsuch failure or delay would have nevertheless been experienced by the affected Party
had the Force Majeure Event not occurred. Other than for breaches of thisAgreement by the other Party occurring prior to the Force Majeure Event, andwithout prejudice to the affected Party’s right to payment pursuant to Article [●]accruing prior to the Force Majeure Event, the other Party shall not bear any liability
for any Loss suffered by the affected Party as a result of a Force Majeure Event.
14.6 Notwithstanding the provisions of Clause [●] above where a Force Majeure event
continues to exist for a continuous period of [●] days then either party shall be atliberty to terminate this Agreement.

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ARTICLE – XV:

15.1

EVENT OF DEFAULT, BREACH AND TERMINATIONDISCO Events of Default
Each of the following events shall be events of default by DISCO (each a “DISCO
Event of Default”), which, if not cured within the time permitted, shall give rise to theright on the part of BPC to terminate this Agreement pursuant to clause [●](Termination Notices); provided that no such event shall be a DISCO Event of Default(i) if it results from a breach by BPC of this Agreement, (ii) if it occurs as a result of aForce Majeure Event (iii) because of an emergency:

15.1.1 Assignments(i) The assignment or transfer of this Agreement without the prior written consent
of BPC or (ii) the transfer, conveyance, loss or relinquishment of DISCO’s right toown and / or operate DISCO Interconnection Facility or any material part thereof
to any other person without the prior written consent of BPC, which consent shallnot be unreasonably withheld.
15.1.2 Dissolution or Reorganization
Except for the purpose of an amalgamation or corporate reconstruction that does
not affect the ability of the amalgamated or reconstructed entity(s) to perform its
obligations under this Agreement, the occurrence of any of the following events: (i)the passing of a resolution by the shareholders of DISCO for the winding up of
DISCO; (ii) the appointment of a receiver or conservator in a proceeding for thewinding up of DISCO after notice to DISCO and due hearing, which appointment
shall not have been set aside or stayed within ninety (90) Days of suchappointment; or (iii) the making by the court of an order winding up DISCO that is
not stayed or reversed by a court of competent authority within thirty (30) Days.
15.1.3 Misrepresentations
Any statement, representation or warranty made by DISCO herein proving to havebeen incorrect, in any material respect and such failure or incorrect statement,
representation or warranty having a material adverse effect on DISCO’s ability toperform its obligations under this Agreement;
15.1.4 Revocation of DISCO Distribution Licence
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The Agreement shall be considered terminated if the DISCO’s Distribution Licenceis revoked by the competent authority.
15.1.5 Tampering
Tampering with the BPC Interconnection Facilities, Metering System and the
Backup Metering System by DISCO or its employees, contractors and/or subcontractors.
15.1.6 Breach of Obligations
Any material breach of this Agreement by DISCO which shall include any failure
on part of DISCO to provide use of the Distribution Facilities to BPC, that is not
remedied within ninety (90) Days of receipt of notice from BPC to DISCO thatstates that a material breach of the Agreement has occurred that could result in thetermination of the Agreement and identifies the breach in question in reasonabledetail and demands remedy thereof.
15.1.7 Failure to construct DISCO Interconnection Facilities
Failure on part of DISCO to construct and commission the DISCOInterconnection Facilities and DISCO Interconnection Works as set out in
Schedule [-] (Connection Sites, Interconnection and Capacity).
15.1.8 Failure to ensure uninterrupted distribution system capacity
Persistent failure to comply with the NEPRA’s Performance Standards forDistribution, as amended from time to time, by DISCO to ensure its obligations asmentioned in Article V.
15.2 BPC Events of Default
Each of the following events shall be events of default by BPC (each, a “BPC Event of
Default”), which if not cured within the time period permitted to cure, shall give rise to
the right on the part of DISCO to terminate this Agreement pursuant to clause [•](Termination Notices), provided, however, that no such event shall be a BPC Event of
Default (i) if it results from a breach by DISCO of this Agreement or (ii) if it occurs as aresult of a Force Majeure Event or (iii) because of an emergency.
15.2.1 Assignments

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(i) The assignment or transfer of this Agreement without the prior written consent
of DISCO or (ii) the transfer, conveyance, loss or relinquishment of BPC’s right toown and / or operate BPC Interconnection Facilities or any material part thereof toany other person without the prior written consent of DISCO, which consent shallnot be unreasonably withheld.
15.2.2 Winding Up
Except for the purpose of an amalgamation or reconstruction that does not affectthe ability of the amalgamated or reconstructed entity to perform its obligations
under this Agreement, the occurrence of any of the following events: (i) the passingof a resolution by the shareholders of BPC for the winding up of BPC; (ii) theappointment of a receiver or conservator in a proceeding for the winding up of
BPC after notice to BPC and due hearing, which appointment shall not have been
set aside or stayed within ninety (90) Days of such appointment; or (iii) the making
by the court of an order winding up BPC that is not stayed or reversed by a courtof competent authority within thirty (30) Days;
15.2.3 Misrepresentations
Any statement, representation or warranty made by BPC herein proving to havebeen incorrect, in any material respect and such failure or incorrect statement,
representation or warranty having a material adverse effect on BPC’s ability toperform its obligations under this Agreement.
15.2.4 Tampering
Tampering with the DISCO Interconnection Facilities, Metering System and the
Backup Metering System by BPC or its employees.
15.2.5 Payment Default
Failure of BPC to make payment of amounts due by the due date, in which caseclause (Termination for Payment Default) shall apply.
15.2.6 Breach of Covenants
Any material breach of this Agreement by BPC, that is not remedied within ninety(90) Days of notice from DISCO to BPC. The Notice shall set out the particularsof the material breach of the Agreement committed by the BPC in a reasonable

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detail, which could result in the termination of the Agreement and shall also
demand remedy thereof.
15.2.7 Failure to construct BPC Interconnection Facilities
Failure on part of BPC to construct and commission the BPC Interconnection
Facilities and BPC Interconnection Works in accordance with and within the time
periods set out in Schedule [•] (Connection Sites, Interconnection and Capacity).

15.3 Termination Notices
15.3.1 Notice of Intent to Terminate(i)Upon occurrence of a DISCO Event of Default that is not cured within
ninety (90) days of BPC notifying DISCO of such default, then BPC may, at
its option, initiate termination of this Agreement by delivering a written
notice (“Notice of Intent to Terminate”) of its intent to terminate thisAgreement to DISCO, as the case may be.

(ii)

Similarly, upon occurrence of a BPC Event of Default that is not cured
within ninety (90) days of DISCO notifying BPC of such default, then
DISCO, at its option, may initiate termination of this Agreement by
delivering a Notice of Intent to Terminate to BPC.

(iii)

Provided, that no Notice of Intent to Terminate may be served in respect ofany event of default in circumstances where the matter giving rise to such
event of default is the subject of Expert determination in accordance withclause [-] (Resolution by Expert). The Notice of Intent to Terminate shallspecify in reasonable detail the DISCO Event of Default or the BPC Eventof Default, as the case may be, giving rise to the Notice of Intent toTerminate.

15.3.2 Termination NoticeUpon expiration of the consultation period described in clause [-] (Consultation;Cure) and unless the Parties shall have otherwise agreed or unless the event ofdefault giving rise to the Notice of Intent to Terminate shall have been remedied,
the Party having given the Notice of Intent to Terminate may terminate thisAgreement by delivering a forty five (45) days written termination notice (thePage 44 of 57

“Termination Notice”) to the other Party, whereupon this Agreement shall unlesswithdrawn by the effected Party or where the event of default is otherwise cured tothe satisfaction of the Party serving the Termination Notice, terminate upon expiryof the Termination Notice.
15.3.3 Termination for Payment Default(i)

In the event of the failure of BPC to make payment of amounts by the duedate, DISCO may at any time after such due date, issue a Notice of Intent
to Terminate to BPC, requiring cure of such payment default within fortyfive (45) Days.

(ii)

If BPC fails to cure such payment default with the stipulated forty-five (45)Days, DISCO may terminate this Agreement with immediate effect byserving a written notice of termination.

(iii)

For the avoidance of doubt, De-energisation or Re-energisation pursuant toclause [-] (Payment Default) shall have no bearing on DISCO’s right toterminate pursuant to this Section.

15.3.4 Termination of Market Participation Agreement
In the event of the termination of the Market Participation Agreement, thisAgreement shall stand terminated without further notice.
15.3.5 No Other Termination Rights
No Party shall have any right to terminate this Agreement except (i) as expressly
provided in this Article [-] (Events of Default and Termination) or (ii) by mutual
agreement.

15.4 Obligations Upon Termination
Upon termination of this Agreement as detailed above in this Article, the defaulting
Party shall have the obligation to adequately compensate the terminating Party, theParties shall have no further obligations hereunder except for obligations that arose
prior to such termination and obligations that expressly survive such termination
pursuant to this Agreement.

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ARTICLE – XVI:

16.1

LIABILITY

Except as required by Article-XVII, neither Party shall be liable to the other Party incontract, tort, warranty, strict liability or any other legal theory for any indirect,
consequential, incidental, punitive or exemplary damages. Neither Party shall have
any liability to the other Party except pursuant to, or for breach of, this Agreement;
provided, however, that this provision is not intended to constitute a waiver of any
rights of one Party against the other with regard to matters unrelated to thisAgreement or any activity not contemplated by this Agreement.

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ARTICLE –XVII:

17.1

INDEMNITY

INDEMNITY BY THE BPC
Subject to compliance by DISCO with its obligations under this Agreement and theDistribution Code, the BPC shall indemnify, hold harmless and defend DISCO against
any and all damages, fines, penalties, claim, cost, expense, payment obligation, liability or
loss incurred, suffered, sustained or required to be paid, directly or indirectly, by, orsought to be imposed upon, DISCO, which DISCO may incur under or pursuant to or
as a consequence of the breach of obligations by the BPC under this Agreement or theDistribution Code.

17.2

INDEMNITY BY DISCO
Subject to compliance by the BPC with its obligations under this Agreement and theDistribution Code, DISCO shall indemnify, hold harmless and defend the BPC against
any and all damages, fines, penalties, claim, cost, expense, payment obligation, liability or
loss incurred, suffered, sustained or required to be paid, directly or indirectly, by, orsought to be imposed upon, the BPC, which the BPC may incur under or pursuant to or
as a consequence of the breach of obligations by DISCO under this Agreement or theDistribution Code.

17.3 INDEMNIFICATION PROCEDURES
17.3.1 Each Party shall promptly notify the other Party of any loss, claim, proceeding orother matter in respect of which it is or it may be entitled to indemnification
under this Article. Such notice shall be given as soon as is reasonably practicable
after the relevant Party becomes aware of such loss, claim, proceeding or othermatter.
17.3.2 In the event the claim for indemnification arises out of a claim by a third party(“Third Party Claim”), the indemnifying Party shall be entitled, at its option and
expense and with counsel of its selection, to assume and control the defense of
the Third Party Claim at its expense, with counsel of its selection, subject to theprior approval of the indemnified Party; provided, however, it gives prompt
notice of its intention to do so to the indemnified Party, and reimburses the

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indemnified Party for the reasonable costs and expenses incurred by theindemnified Party prior to assumption by the indemnifying Party of such defense.
17.3.3 Upon assumption by the indemnifying Party of the control of the defense of a
Third-Party Claim, the indemnifying Party shall reimburse the indemnified Party
for the reasonable costs and expenses of the indemnified Party in the defense of
the Third-Party Claim prior to the indemnifying Party’s acknowledgment of theindemnification and assumption of the defense.
17.3.4 Neither Party shall be entitled to settle or compromise any Third-Party Claim
without the prior written consent of the other Party, provided, however, thatafter agreeing in writing to indemnify the indemnified Party, the indemnifying
Party may settle or compromise any Third-Party Claim without the approval of
the indemnified Party.

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ARTICLE – XVIII: DISPUTE RESOLUTION
18.1

Resolution by Parties

18.1.1 In the event that a Dispute arises in respect of Articles II (Appointment of Operating
Committee, Operating Committee, Consents and Information Sharing), Article III & IV
(Interconnection Capacity, Connection and Energization Right), Article V (Interconnection
Works and Interconnection Facilities), , Article VII (Safety and Protection), Article VIII
(Metering & Meter Reading) and the Schedules relating thereto, the Parties shallrefer the Dispute to the Operating Committee, for its review andrecommendations and attempted resolution, where appropriate.
18.1.2 In the event that the Operating Committee is unable to reach agreement or
resolution within thirty (30) Days, then either Party may refer the matter to theExpert in accordance with clause 18.2 hereof.
18.2 Resolution by Expert
18.2.1 In the event that the Parties are unable to resolve a Dispute in accordance with,or a Dispute is not required to be referred to the Operating Committee pursuant
to, clause 20.1, then any Party, in accordance with this clause 20.2, may refer the
Dispute to an expert (the “Expert”) for consideration of the Dispute and toobtain a recommendation from the Expert as to the resolution of the Dispute.
18.2.2 The Party initiating submission of the Dispute to the Expert shall provide theother Party with a notice stating that it is submitting the Dispute to an Expert
and nominating the person it proposes to be the Expert. The other Party shall,
within fifteen (15) Days of receiving such notice, notify the initiating Party
whether such person is acceptable, and if such nominated Expert is not
acceptable to the responding Party, the responding Party shall propose a person
to be the Expert. If the Party receiving such notice fail to respond or notifies theinitiating Party that the person is not acceptable, the Parties shall meet anddiscuss in good faith for a period of ten (10) Days to agree upon a person to be
the Expert. If the Parties are unable to agree, the responding Party shall by theend of such ten (10) Day period nominate a person to be an expert, whereupon
the two nominated experts shall meet and agree upon a third person who shall be
the Expert.
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18.2.3 Consideration of the Dispute by an Expert shall be initiated by the Party who isseeking consideration of the Dispute by the Expert submitting to both, theExpert and the other Party written materials setting forth:(i) a description of the Dispute;(ii) a statement of the Party’s position; and(iii) copies of records supporting the Party’s position.
18.2.4 Within ten (10) Days of the date that a Party has submitted the materials
described in clause 20.2.3, the other Party may submit to the Expert:(i) a description of the Dispute;(ii) a statement of the Party’s position; and(iii) copies of any records supporting the Party’s position.
18.2.5 The Expert shall consider any such information submitted by the responding
Party within ten (10) Days of the receipt thereof and, in the Expert’s discretion,
may consider any additional information submitted by any Party at a later date.
18.2.6 Each Party shall designate one person knowledgeable about the issues in Dispute
who shall be available to the Expert to answer questions and provide any
additional information requested by the Expert. Except for such person, a Party
shall not be required to, but may, provide oral statements or presentations to theExpert or make any individuals available to the Expert.
18.2.7 Except as provided in clause 18.2.9 with respect to the payment of costs, theproceedings shall be without prejudice to any Party and any evidence given orstatements made in the course of this process may not be used against a Party in
any other proceedings. The process shall not be regarded as an arbitration andthe laws relating to commercial arbitration shall not apply. Unless the Parties
agree in a writing signed by all Parties at the time the Expert is selected statingthat the decision of the Expert will be binding, the determination of the Expert
shall not be binding.

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18.2.8 When consideration of the Dispute by an Expert is initiated, the Expert shall be
requested to provide a recommendation within fifteen (15) Days of the expiry of
the ten (10) Day period provided (above) for review of the documents andinformation submitted by the responding Party under clause 20.2.4. If theExpert’s recommendation is given within such fifteen (15) Day period, or if theExpert’s recommendation is given at a later time and neither Party has at suchtime initiated any other proceeding concerning the Dispute, the Parties shallreview and discuss the recommendation with each other in good faith for aperiod of ten (10) Days following delivery of the recommendation before
proceeding with any other actions.
18.2.9 If a Party does not accept the recommendation of the Expert with respect to the
Dispute, it may initiate proceedings before the NEPRA in a tribunal establishedunder section 11 of the NEPRA Act (the “NEPRA Tribunal”). Similarly, if theExpert has not submitted its recommendation within the time period provided inclause 20.2.8, a Party may initiate proceedings before the NEPRA Tribunal
provided that prior to initiating the proceedings it shall have paid all costs of theExpert (including the reimbursement of any costs paid to the Expert by the otherParty).
18.2.10 Costs - Except as provided in clause 20.2.9, the costs of engaging an Expert shallbe borne equally by the Parties and each Party shall bear its own costs in
preparing materials for, and making presentations to, the Expert.
18.3 Proceeding Before NEPRA Tribunal
18.3.1 In the event the Parties are unable to resolve any Dispute arising out of or inconnection with this Agreement and not resolved following the procedures
described in clause 20.1 and 20.2 shall be finally settled by the NEPRA Tribunal
in accordance with the Applicable Documents.
18.3.2 Resolution and decision by the NEPRA Tribunal shall be the exclusive methodfor dispute resolution. Both Parties undertake to implement the NEPRA
Tribunal decision, which shall be binding upon each Party. The Party that intends
to refer the Dispute to the NEPRA Tribunal shall send a notice to the otherParty informing the other Party that it intends to initiate proceedings before thePage 51 of 57

NEPRA Tribunal under this clause and the provisions of the NEPRA Act. The
notice shall briefly specify the nature of the Dispute and within thirty (30) days of
the receipt of the notice from the Party seeking to initiate proceedings, the otherParty shall respond to the letter received from the Party initiating the Dispute,
laying out its defense or its version on the Dispute.
18.3.3 The Parties shall continue to perform their obligations under this Agreement
during the course of the proceedings before NEPRA Tribunal or other dispute
resolution proceedings under this Agreement.

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ARTICLE – XIX: MISCELLANEOUS PROVISIONS

19.1

NOTICES

19.1.1 All notices and other communications required or permitted to be given by a
Party shall be in writing and either delivered personally or by courier or sent byfacsimile to the address or number of the other Party specified below:(i)

If to DISCO:
Attention: The Chief Executive Officer
Facsimile:(ii)

If to the BPC:
Attention: The Chief Executive Officer
Facsimile:

Provided that a Party may change the address to which notices are to be sent to it
by giving not less than thirty (30) Days prior written notice to the other Party inaccordance with this Clause.
19.1.2 No notice or other communication shall be effective until received or deemed
received. Notices or other communications shall be deemed to have been
received by the receiving Party:(i)when delivered if personally delivered;(ii)

two (2) working Days after sending, if sent by courier; or(iii)

upon sending if sent by facsimile, subject to confirmation of anuninterrupted transmission report and provided that a hard copy is
dispatched not later than the following working day to the recipient bycourier or personal delivery.

19.2 AMENDMENT
An amendment or modification of this Agreement shall be effective or binding on a
Party only if made in writing and signed by a duly authorized representative of each of
the Parties.

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19.3 NO WAIVERNo default by either Party in the performance of or compliance with any provision ofthis Agreement shall be waived or discharged except with the express written consent of
the other Party. No waiver by either Party of any default by the other in theperformance of or compliance with any of the provisions of this Agreement shall
operate or be construed as a waiver of any other or further default whether of a like ordifferent character.
19.4 ASSIGNMENT
No assignment, novation or transfer by a Party of this Agreement or such Party's rights
or obligations hereunder shall be effective without the prior written consent of the otherParty.
19.5 CONFIDENTIALITY
19.5.1 This Agreement and all information disclosed hereunder or in connection withthis Agreement shall be treated as confidential and (except as provided in clause
19.5.3 below) either Party without the prior consent of the other Party shall notdisclose such information in whole or in part.
19.5.2 This obligation does not apply to information that (when used or disclosed) has
been made public other than through a breach of this Agreement or has been, or
could have been, lawfully acquired by the Party.
19.5.3 Notwithstanding the provisions of clause 19.5.1 above, neither Party shall be
required to obtain the prior consent of the other in respect of disclosure of
information:a) to directors and employees and Affiliates of such Party, provided that such
Party shall use reasonable endeavors to ensure that such Affiliates keep thedisclosed information confidential on the same terms as are provided inthis Clause;b) to persons professionally engaged by or on behalf of such Party; provided
that such Persons shall be required by such Party to undertake to keep suchinformation confidential and that such Party shall use reasonable endeavors
to secure compliance with such undertaking;Page 54 of 57

c) to any government department or any governmental or regulatory agency
having jurisdiction over such Party but only to the extent that such Party isrequired by law to make such disclosure;d) to any party or entity up until and through the Closing Date, to provide
with regular progress reports with respect to the implementation of thisAgreement;e) to:(i) any lending or other financial institution in connection with thefinancing of such Party's operations; or(ii) any bona fide intended assignee, novatee or transferee of thewhole or any part of the rights and interests of the disclosing Party
under this Agreement;but (in either case) only to the extent required in connection with obtaining suchfinance or in respect of such proposed assignment, novation or transfer andsubject to such institution or intended assignee or transferee first agreeing withsuch Party to be bound by confidentiality provisions substantially the same as thosecontained in this Clause.
19.6 COUNTERPARTS
This Agreement may be executed in two (2) or more original copies and each such copy
may be executed by each of the Parties in separate counterparts, each of which copies
when executed and delivered by the Parties shall be an original, but all of which shall
together constitute one and the same instrument.
19.7 SEVERABILITY, PARTIAL INVALIDITY AND ENTIRETY
19.7.1 If any term or provision of this Agreement is determined by a court or otherauthority of competent jurisdiction to be invalid, void, illegal, unenforceable oragainst public policy, the remaining provisions of this Agreement shall remain in
full force and effect and will not be affected by such determination in any way.
19.7.2 The illegality, invalidity or unenforceability of any provision of this Agreement inwhole or in part shall not affect the legality of any other provision or part
thereof.

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19.7.3 This Agreement shall be the full and final expression of the agreement between
the Parties on the matters contained herein. All prior written or oral
understandings, offers or other communications of every kind pertaining to thetransactions hereunder are hereby abrogated and withdrawn.
19.8 GOOD FAITH
In meeting its obligations under this Agreement, both Parties shall have and observe an
obligation of good faith towards the other Party and to adopt all reasonable measures toensure the realization of the objectives of this Agreement. Each of the Parties agrees tocooperate with each other, as appropriate, in respect of the other’s obligations
hereunder.
19.9 GOVERNING LAWThis Agreement shall be governed by and construed in accordance with the laws ofPakistan.

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IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement in__________, Pakistan as of the date first above written.
__________________________________________

[●]

[●]

By: ____________________

By: ____________________

Title: ___________________

Title: _______________________

Witness: ________________

Witness: ________________

Name: _____________________

Name: ________________

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