Tripartite Agreement for Bio-CNG Buy-Back

This Tripartite Agreement for Bio-CNG Buy-Back ("Agreement") is made and entered
into as of [Date], by and among [Bio-CNG Seller Name], a company organized and
existing under the laws of [Country], with its principal place of business at [Address]
("Seller"), [Bio-CNG Purchaser Name], a company organized and existing under the
laws of [Country], with its principal place of business at [Address] ("Purchaser"), and
[Intermediary/Facilitator Name], a company organized and existing under the laws of
[Country], with its principal place of business at [Address] ("Intermediary").

I. Parties Involved
● Seller: [Bio-CNG Seller Name], [Address]
● Purchaser: [Bio-CNG Purchaser Name], [Address]
● Intermediary: [Intermediary/Facilitator Name], [Address]

II. Recitals
A. Seller is engaged in the business of producing Bio-CNG.

B. Purchaser desires to purchase Bio-CNG from Seller.

C. Intermediary facilitates the purchase and sale of Bio-CNG between Seller and
Purchaser, and provides certain services related to the transaction.

D. The parties enter into this Agreement to establish the terms and conditions
governing the purchase and sale of Bio-CNG and the role of the Intermediary in the
transaction.

III. Agreement
1. Purchase and Sale of Bio-CNG
○1.1. Seller agrees to sell, and Purchaser agrees to purchase, Bio-CNG in the
quantities and at the prices set forth in this Agreement.
○ 1.2. The specific terms of the Bio-CNG purchase, including delivery points,
delivery schedules, Bio-CNG quality specifications, and measurement
procedures, are detailed in Exhibit A, which is attached to and incorporated
into this Agreement.
2. Quantity and Price
○ 2.1. The quantity of Bio-CNG to be purchased by Purchaser shall be
[Quantity, e.g., Daily Contract Quantity (DCQ), Monthly Contract Quantity
(MCQ)], as specified in Exhibit A.
 ○ 2.2. The price of the Bio-CNG shall be [Price per unit, e.g., USD per MMBtu],
as determined in accordance with the pricing mechanism detailed in Exhibit
B, which is attached to and incorporated into this Agreement. This may
include fixed pricing, index-based pricing, or a combination thereof.
3. Delivery
○ 3.1. The Bio-CNG shall be delivered at the delivery point(s) specified in
Exhibit A.
○ 3.2. The delivery schedule shall be as agreed upon by Seller and Purchaser,
and as detailed in Exhibit A.
○ 3.3. Seller shall be responsible for delivering the Bio-CNG to the agreed-upon
delivery point(s) in accordance with the Bio-CNG quality specifications set
forth in Exhibit A.
4. Measurement and Quality
○ 4.1. The quantity of Bio-CNG delivered shall be measured in accordance with
the measurement procedures set forth in Exhibit A.
○ 4.2. The quality of the Bio-CNG delivered shall conform to the specifications
set forth in Exhibit A. Seller shall be responsible for ensuring the Bio-CNG
meets these quality standards.
5. Invoicing and Payment
○ 5.1. Seller shall invoice Purchaser for the Bio-CNG delivered in accordance
with the invoicing procedures set forth in this Agreement.
○ 5.2. Purchaser shall pay Seller for the Bio-CNG delivered within [Number]
days of receipt of a valid invoice.
○ 5.3. All payments shall be made in [Currency] to the account designated by
Seller, subject to the terms of this agreement.
6. Intermediary's Role
○ 6.1. Intermediary shall facilitate the purchase and sale of Bio-CNG between
Seller and Purchaser.
○ 6.2. Intermediary shall be responsible for [Specify Intermediary's
Responsibilities, e.g., coordinating delivery schedules, verifying quality and
quantity, managing documentation, facilitating payment].
○ 6.3. Purchaser shall pay Intermediary a fee for its services, as detailed in
Exhibit C, which is attached to and incorporated into this Agreement.
○ 6.4. Intermediary shall not be responsible for the quality or quantity of Bio-
CNG delivered by Seller, or any payment defaults by Purchaser, except as
expressly provided in this Agreement.
7. Term and Termination
 ○ 7.1. This Agreement shall commence on [Start Date] and shall continue in
effect for a term of [Number] years, unless terminated earlier as provided
herein.
○ 7.2. This Agreement may be terminated by any party upon [Number] days'
written notice to the other parties in the event of a material breach of this
Agreement by any other party.
○ 7.3. This Agreement may be terminated by mutual agreement of the parties.
8. Force Majeure
○ 8.1. Neither party shall be liable for any failure to perform its obligations under
this Agreement to the extent that such failure is caused by a Force Majeure
event.
○ 8.2. Force Majeure shall mean any event or circumstance beyond a party's
reasonable control, including but not limited to, acts of God, war, terrorism,
strikes, fires, floods, accidents, and governmental regulations.
9. Governing Law and Dispute Resolution
○ 9.1. This Agreement shall be governed by and construed in accordance with
the laws of [State/Country].
○ 9.2. Any dispute arising out of or relating to this Agreement shall be resolved
through [Dispute Resolution Method, e.g., arbitration, mediation] in
[Location].
10. Notices
○ 10.1. Any notice or other communication required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have been
duly given if delivered personally, sent by certified mail, return receipt
requested, or sent by a recognized overnight courier service, to the
addresses set forth in Section I of this Agreement.
11. Miscellaneous

* 11.1. This Agreement constitutes the entire agreement among the parties with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, whether oral or written.

* 11.2. This Agreement may be amended only by a written instrument signed by all
parties.

* 11.3. This Agreement shall be binding upon and inure to the benefit of the parties
and their respective successors and permitted assigns.
* 11.4. No party shall assign its rights or obligations under this Agreement without the
prior written consent of the other parties.

IV. Exhibits
● Exhibit A: Delivery Terms and Bio-CNG Specifications
● Exhibit B: Pricing Mechanism
● Exhibit C: Intermediary Fee Schedule

V. Signatures
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

[Bio-CNG Seller Name]

By: [Name]

Title: [Title]

[Bio-CNG Purchaser Name]

By: [Name]

Title: [Title]

[Intermediary/Facilitator Name]

By: [Name]

Title: [Title]