ºÚÁÏÊÓƵ

Virtual Power Purchase Agreements (VPPAs) have emerged as a crucial tool for corporate renewable energy procurement in Canada, enabling organizations to support new renewable energy projects while managing their carbon footprint. These agreements are particularly valuable in markets where direct power purchase is challenging or impossible due to regulatory constraints. The document structures a financial hedge between renewable energy generators and corporate buyers, incorporating Canadian federal and provincial regulatory requirements, particularly in areas of derivatives trading, securities law, and environmental attributes. The VPPA includes detailed provisions for price settling mechanisms, environmental attribute transfers, and risk allocation, while addressing specific Canadian market characteristics such as provincial power market structures and cross-border trading considerations where applicable.

1. Parties: Identification of the contracting parties - typically the renewable energy project owner/operator (seller) and the corporate buyer

2. Background: Context of the agreement, including project details and parties' objectives

3. Definitions: Detailed definitions of technical, financial, and legal terms used throughout the agreement

4. Term and Conditions Precedent: Duration of the agreement and conditions that must be met before the agreement becomes effective

5. Purchase and Sale Obligations: Core financial settlement obligations, including strike price, reference price, and settlement mechanics

6. Metering and Calculations: Methods for measuring and calculating energy production and financial settlements

7. Environmental Attributes: Treatment of renewable energy certificates (RECs) and other environmental attributes

8. Billing and Payment: Payment terms, invoicing procedures, and settlement timing

9. Force Majeure: Events excusing performance and associated procedures

10. Default and Termination: Events of default, cure periods, and termination rights

11. Representations and Warranties: Standard and specific representations regarding capacity and authority

12. Covenants: Ongoing obligations of both parties

13. Indemnification: Mutual indemnification obligations and procedures

14. Limitations of Liability: Caps on liability and excluded damages

15. Dispute Resolution: Procedures for resolving disputes, including governing law and venue

16. Confidentiality: Protection of confidential information and permitted disclosures

17. General Provisions: Standard boilerplate provisions including notices, assignment, and amendments