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The Master Power Purchase And Sale Agreement (MPPSA) is a fundamental contract template used in the Philippine energy sector for establishing long-term power supply arrangements. It serves as the primary commercial instrument between power generators and purchasers, whether they are distribution utilities, electric cooperatives, or large consumers. This document is essential in the context of the Philippines' liberalized electricity market, established under the Electric Power Industry Reform Act (EPIRA) of 2001. The MPPSA typically covers periods ranging from 5 to 25 years and includes detailed provisions for power delivery, pricing mechanisms, operational requirements, and risk allocation. It must comply with Philippine energy regulations while addressing specific local challenges such as grid stability, natural disaster contingencies, and interconnection requirements. The agreement is particularly crucial for new power projects seeking project financing and for ensuring stable, long-term power supply arrangements in the Philippine market.

1. Parties: Identification of the power seller and purchaser, including their legal status and authority to enter into the agreement

2. Background: Context of the agreement, including facility description, relevant licenses, and regulatory framework

3. Definitions: Comprehensive definitions of technical, commercial, and legal terms used throughout the agreement

4. Sale and Purchase Obligations: Core obligations regarding the sale and purchase of electricity, including capacity and energy commitments

5. Term and Termination: Duration of the agreement, conditions for renewal, and termination rights

6. Delivery Point and Title: Specification of the delivery point and transfer of title/risk

7. Metering and Testing: Requirements for measuring delivered electricity and testing procedures

8. Pricing and Payment: Pricing structure, payment terms, invoicing, and dispute procedures

9. Security Requirements: Performance security, credit support, and other financial guarantees

10. Force Majeure: Definition and procedures for force majeure events, particularly relevant for natural disasters

11. Representations and Warranties: Standard and specific warranties from both parties

12. Covenants: Ongoing obligations including compliance with laws and maintenance requirements

13. Events of Default: Definition of defaults and related remedies

14. Indemnification: Mutual indemnification obligations and limitations

15. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions

16. Governing Law: Application of Philippine law and jurisdiction

17. Miscellaneous: Standard boilerplate provisions including notices, amendments, and assignments