(1)  No Party shall be entitled to bring a claim for a breach of obligations under the PPP Contract by the other Party or incur any liability to the other Party for any losses or damages incurred by that other Party to the extent that a Force Majeure Event occurs and it is prevented from carrying out obligations by that Force Majeure Event. For the avoidance of doubt (but without prejudice to Clauses (5) or (7)) below, the Contracting Authority shall not be entitled to terminate this PPP Contract for a [insert defined term for Private Partner Default] if such [Private Partner Default] arises from a Force Majeure Event.

(2)  Nothing in Clause (1) above shall affect any entitlement to make deductions or any deductions made as a result of [insert reference to clauses addressing pricing and payment mechanism] in the period during which the Force Majeure Event is subsisting.

(3)  On the occurrence of a Force Majeure Event, the Affected Party shall notify the other party as soon as practicable. The notification shall include details of the Force Majeure Event, including evidence of its effect on the obligations of the Affected Party and any action proposed to mitigate its effect.

(4)  As soon as practicable following such notification, the Parties shall consult with each other in good faith and use all reasonable endeavors to agree appropriate terms to mitigate the effects of the Force Majeure Event and facilitate the continued performance of the PPP Contract.

(5)  If no such terms are agreed on or before the date falling [120] days after the date of the commencement of the Force Majeure Event and such Force Majeure Event is continuing or its consequence remains such that the Affected Party is unable to comply with its obligations under this PPP Contract for a period of more than [180] days, then, subject to Clause (6) below, either Party may terminate the PPP Contract by giving [30] days' written notice to the other Party.

(6)  If the PPP Contract is terminated under Clause (5) above or Clause (7) below:

(a)  compensation shall be payable by the Contracting Authority in accordance with [insert reference to Compensation on Termination for Force Majeure clause]; and

(b)  the Contracting Authority may require the Private Partner to transfer its title, interest and rights in and to any [insert defined term of relevant Project assets] to the Contracting Authority.

(7)  If the Private Partner gives notice to the Contracting Authority under Clause (5) above that it wishes to terminate the PPP Contract, then the Contracting Authority has the option either to accept such notice or to respond in writing on or before the date falling [10] days after the date of its receipt stating that it requires the PPP Contract to continue. If the Contracting Authority gives the Private Partner such notice, then:

(a)  the Contracting Authority shall pay to the Private Partner the [insert defined term for availability payment] from the day after the date on which the PPP Contract would have terminated under Clause (5) above as if the [insert defined term for the service] was being fully provided; and

(b)  the PPP Contract will not terminate until expiry of written notice (of at least [30] days) from the Contracting Authority to the Private Partner that it wishes the PPP Contract to terminate.

(8)  The Parties shall at all times following the occurrence of a Force Majeure Event use all reasonable endeavors to prevent and mitigate the effects of any delay and the Affected Party shall at all times during which a Force Majeure Event is subsisting take all steps in accordance with industry good practice to overcome or minimize the consequences of the Force Majeure Event.

(9)  The Affected Party shall notify the other Party as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with the applicable obligations under this PPP Contract. Following such notification, the PPP Contract shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.