68.1 Entire agreement:¹⁸ This Agreement, all Annexes, and all Ancillary Documents together represent the entire understanding between the Parties in relation to the subject matter thereof and supersede any or all previous agreements or arrangements between the Parties in respect of this Agreement, whether oral or written. The Parties confirm that they have not entered into this Agreement on the basis of any written or oral representation that is not expressly incorporated in this Agreement.

68.2 Fees and expenses: Each Party shall be responsible for its own fees and expenses incurred in connection with this Agreement, the preparation and negotiation of the Project Documents or the Project.

68.3 No waiver: No failure or delay by a Party in exercising any right or remedy under this Agreement shall constitute a waiver of such right or remedy, and no waiver by a Party of any breach by the other Party shall be deemed to be a waiver of any other breach. No single or partial exercise by a Party of any right or remedy under this Agreement shall preclude or restrict the further exercise of any such right or remedy.

68.4 Severability: If any term of this Agreement:

(a) is held not to be valid or if part of the wording were deleted or modified, then that provision applies with all necessary modifications to make it enforceable; or

(b) is or becomes illegal, invalid, or unenforceable in any jurisdiction, such illegality, invalidity, or unenforceability shall not affect:

(i) the legality, validity, or enforceability in that jurisdiction of any other term of this Agreement; or

(ii) the legality, validity, or enforceability in any other jurisdiction of that or any other term of this Agreement.

68.5 Variations in Writing:¹⁹ This Agreement may not be altered, amended, modified, or otherwise changed in any respect except by agreement between the Parties as evidenced in writing and duly executed by each Party.

68.6 Notices:²⁰ All notices, deliveries, and other communications pursuant to this Agreement shall be in writing and shall be made by personal delivery, fax, email, or by nationally recognized courier to the Parties at the addresses set forth below. Any such notice, delivery or communication shall be deemed to have been delivered and received:

(a) in the case of personal delivery, on the date of such delivery;

(b) in the case of fax or email, on the date of the receipt of confirmation by the delivering Party; or

(c) in the case of a nationally recognized express delivery service, on the business day that delivery to the addressee is confirmed pursuant to the service’s systems.

68.7 Notices to the Grantor shall be addressed as follows:

[Attention:

Address:

Email:

Fax]

68.8 Notices to the Company shall be addressed as follows:

[Attention:

Address:

Email:

Fax]

68.9 [Notices to the Authority shall be addressed as follows:

[Attention:

Address:

Email:

Fax]]

68.10 Silence as consent: Where the Company requires the approval of the Grantor [or the Authority] pursuant to this Agreement, that approval shall be conclusively deemed to have been provided if, within [60]/[insert longer period] days of application for approval, the Grantor [or the Authority, as the case may be] has not indicated a decision to withhold approval by Notice, unless otherwise provided for in this Agreement or in the Applicable Law.

68.11 Relationship of the Parties: This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, or agency between the Parties or to impose any partnership obligation or liability upon any Party. No Party shall have any right, power, or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Parties. The Company shall be solely responsible for the payment of salaries, wages, and mandatory fringe benefits of its Workers, which will not have any relationship of any kind with the Grantor [or the Authority].

68.12 Language: The language of this Agreement shall be [English]/[insert other language]. All documents, notices, waivers, and all other communications, written or otherwise between the Parties in connection with this Agreement shall be in [English]/[insert other language].

68.13 No Liability for review: No review or approval by the Grantor [or the Authority] of any agreement, document, instrument, drawing, specifications, or design proposed by the Company shall relieve the Company from any liability that it would otherwise have had for its negligence in the preparation of such agreement, document, instrument, drawing, specifications, or design or from failure to comply with the Applicable Law with respect thereto, nor shall the Grantor [or the Authority] be liable to the Company or any other person by reason of its review or approval of an agreement, document, instrument, drawing, specification, or design.

• ¹⁸

  See generally UNIDROIT & IFAD, 2021, Section 3.73 (Entire Agreement Clause.)

• ¹⁹

  See generally ISLP & CCSI, 2016, Section 2.26 (Amendments; Periodic Review); UNIDROIT & IFAD, 2021, Section 4.159. (Amendments and Renegotiations).

• ²⁰

  See generally ISLP & CCSI, 2016, Section 2.25 (Notice); UNIDROIT & IFAD, 2021, Section 4.157 (Notice).