The establishment of this central repository underlines the commitment of Commonwealth member countries to fostering a conducive environment for sustainable investments. The model contracts were developed by leveraging the expertise of a working group of experts, nominated by 19 member countries, who have shared best practices from across the Commonwealth.
Model contracts
1A. Design and Construct Medium Works Contract (Short Form)
This agreement sets out contractual terms on which a principal engages a contractor to perform medium-scale construction works (valued between US$200,000 and $5 million), which may include both design and construction elements. The contract defines the parties’ primary obligations, with the contractor responsible for performing activities and constructing works in accordance with contract documents, obtaining necessary approvals and ensuring quality workmanship and materials.
1B. Design and Construct Minor Works Contract Short Form
This agreement sets out contractual terms on which a Principal engages a Contractor to perform minor construction works (valued at less than US$200,000), which may include both design and construction elements. The contract establishes the parties’ primary obligations, with the Contractor required to perform activities and construct works in accordance with contract documents, directions from the Principal, and statutory requirements while using proper workmanship and appropriate materials. This model has been adapted from content licensed freely under the Creative Commons Attribution 4.0 license by the State of Victoria, Australia.
2. Gas Sales Agreement
The Model Gas Sales Agreement (GSA) is a standard agreement for the sale and purchase of natural gas for delivery into a pipeline network or to a facility such as a power station, factory or LNG liquefaction plant. The GSA is neither a buyer’s nor seller’s draft, but rather represents a balanced document containing a range of alternative treatments of common issues for the parties to select from and additional optional clauses for incorporation if required. The GSA contemplates sales of gas on the basis of continuous deliveries (rather than discrete liftings such as might be found under an LNG sales contract) and contains options for alternative delivery points. The Model GSA is supplemented by a useful Power Point presentation, which provides a summary of the agreement and the key concepts contained in it. Users should note that there is a separate Model Contract for LNG Sales and Purchases.
3. Managing Contractor Contract
This agreement sets out contractual terms on which a Managing Contractor (the Contractor) will provide construction and management services to the Principal, following a two-part contractual structure. Under Part A, the Contractor provides planning services and may submit a Guaranteed Construction Sum (GCS) Offer, while in Part B, the Contractor manages the actual construction work, including drafting documents, tendering and awarding subcontracts, and managing the performance of the Works. This model has been adapted from content licensed freely under the Creative Commons Attribution 4.0 license by the Government of South Australia.
4. Early Contractor Involvement Contract
This agreement sets out contractual terms on which a contractor will engage in a two-phase project delivery under an Early Contractor Involvement (ECI) model. During the initial Planning Phase, the contractor provides design input, planning, programming and cost planning activities, with the objective of achieving Delivery Phase Approval. If approved, the contract transitions to a Delivery Phase where the contractor designs (to the extent required) and constructs the Works. This model has been adapted from materials developed by the Australian Government.
6. Service Concession Agreement
7. Energy Concession Agreement: Energy - Construction, Operation, and Maintenance of a Mini-Grid Facility
This agreement sets out contractual terms on which a private sector entity (the concession holder) will construct, operate and maintain a mini-grid facility to provide electricity services within a defined concession area, under the authorisation of a conceding authority representing the government.
8. Alliance Agreement
This Project Alliance Agreement has been prepared on the basis that the Project Owner will first enter into an Alliance Development Agreement with one or more Proponents selected under the Request for Proposals for the development of a Project Proposal (which will include the TOC or part of the TOC for the Project).
The Alliance Development Agreement will be attached to the Request for Proposals. This Project Alliance Agreement will itself be attached to the Alliance Development Agreement and will form the basis for the development of the final Project Alliance Agreement which will be entered into between the Project Owner and the Proponent whose Project Proposal is accepted under the Alliance Development Agreement.
9. Design Build Operate Maintain Agreement
This agreement sets out contractual terms on which a private operator will design, build, operate, and maintain a new infrastructure facility for a public owner.
This model was developed to allow for an adaptive, unified agreement, incorporating Alternative/Optional Provisions to allow for adoption in a wide range of Commonwealth Contexts. The model was developed in alignment with guidance and resources provided by the World Bank PPP in Infrastructure Resource Center for Contracts, Laws, and Regulations (PPPLRC). Specifically, the approach which has been adopted encompasses a wide range of infrastructure and facility contexts pertinent to PPP agreements in the three areas stipulated. This contract can, through the addition or removal of Alternative/Optional Provisions, serve as one of the three types of agreement:
- Design, Build, Operate, Maintain;
- Design, Build, Finance, Maintain; or and
- Design, Build, Finance, Operate, Maintain
10. Mining Development Agreement
This agreement sets out contractual terms on which a mining Company will develop and operate a mining project in the State's territory. The agreement grants the Company exclusive rights to access the Mining Area, extract and sell minerals, and develop necessary infrastructure while establishing its obligations to the State and local communities. This model been prepared drawing upon the ‘Model Mine Development Agreement’, developed through a consultation conducted by the Mining Law Committee of the International Bar Association, focused on long-term investment agreements between national governments, principally in the developing world.
11A. Exploration and Production Public Petroleum Rights Licence – Offshore
This agreement sets out contractual terms on which a government grants exclusive exploration and production rights for petroleum resources in an offshore area to a licensee. It establishes the legal framework under which the licensee can search for, bore for and extract petroleum within the licensed area, and is applicable to both oil and gas exploration contexts.
11B. Exploration and Production Public Petroleum Rights Licence – Onshore
This agreement sets out contractual terms on which a government grants exclusive exploration and production rights for petroleum resources in an onshore area to a licensee. The agreement defines the legal framework for the licensee to search, bore for and extract petroleum within the licensed area for an initial six-year term, with provisions for extensions up to 25 years upon commercial discovery and further five-year renewals. It is applicable to both oil and gas exploration contexts.
12. Power Purchase Agreement
This agreement sets out contractual terms on which a Seller is to provide electricity from an electric generating station it is building, while a state-owned energy provider (the Purchaser) likewise undertakes to purchase both capacity and delivered energy.
The model has been developed in alignment with guidance and resources provided by the World Bank Public-Private Partnership in Infrastructure Resource Center for Contracts, Laws and Regulations (PPPLRC; now known as the Public-Private Partnership Legal Resource Center, or PPPLRC).
The model adapted is a ‘simplified’ power purchase agreement – particularly relevant to work in rural electrification projects, which are likely to be smaller scale and for which contracting costs are likely to be more challenging to recoup. This is in contrast to large-scale initiatives in which contracting costs are more likely to be funded by a bilateral donor or multilateral development bank, and is therefore particularly appropriate to the distinct needs of member countries.
13. Gas Sale and Purchase Agreement
This comprises a standard agreement for the sale and/or purchase of natural gas for delivery into a pipeline network, or to a relevant facility (such as a power station, factory, or a liquid natural gas liquefaction plant). It allows for the effective ‘capture’ of the broad range of scenarios which are most likely to arise in Commonwealth member countries, while remaining flexible enough to be adapted to the distinct characteristics of each context. The model has been prepared and adapted in alignment with guidance and resources developed by the Association of International Energy Negotiators (AIEN) (formerly the Association of International Petroleum Negotiators), building on related content intended to form part of contracts that are widely accepted and used in the international energy industry.
14. Energy Concession Agreement
This agreement sets out contractual terms on which a private sector entity (the concession holder) will construct, operate and maintain a mini-grid facility to provide electricity services within a defined concession area, under the authorisation of a conceding authority representing the government.
15A. Gas Transportation Agreement (pipeline already built)
This agreement sets out contractual terms on which a Transporter will provide Transportation Services to a Shipper for the transportation of Gas through an existing Pipeline. The model has been prepared and adapted in alignment with guidance and resources developed by the Association of International Energy Negotiators (AIEN) (formerly the Association of International Petroleum Negotiators), building on related content intended to form part of contracts that are widely accepted and used in the international energy industry.
15B. Gas Transportation Agreement (to build pipeline)
This agreement sets out contractual terms on which a Transporter will build a pipeline and provide Transportation Services to a Shipper for the transportation of Gas through that Pipeline. The model has been prepared and adapted in alignment with guidance and resources developed by the Association of International Energy Negotiators (AIEN) (formerly the Association of International Petroleum Negotiators), building on related content intended to form part of contracts that are widely accepted and used in the international energy industry.
16. Operation and Maintenance Agreement
This agreement sets out contractual terms on which an Operator will provide operation, maintenance, and management services for a renewable energy technology (RET) project. The model draws upon materials developed by The World Bank PPP in Infrastructure Resource Center for Contracts, Laws, and Regulations (PPPIRC), and associated guidance on good practice. Specifically, it has builds upon work undertaken by the Caribbean Renewable Energy Development Programme (CREDP), and CARICOM, to ensure an approach appropriate (and relevant) to small-state / island state Member Countries.
Annex to Contract 16: Checklist for Operation and Maintenance Agreement (16.1)
The purpose of this checklist is to identify the key areas to be considered in reviewing and drafting an operation and maintenance agreement where the agreement is a standalone agreement (i.e., the operator is contracting directly with the grantor) rather than part of a concession arrangement where the obligations of the concessionaire during the operating period are sub-contracted to an operator. The checklist should also be useful in identifying areas which have not been addressed or require further attention.
