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The Private Wire PPA is designed for situations where a power generator supplies electricity directly to a consumer through dedicated private infrastructure, bypassing or minimizing use of the public distribution network. This arrangement is particularly common in New Zealand where large industrial or commercial consumers seek to secure reliable, potentially cheaper electricity supply, often from renewable sources. The document addresses the unique aspects of New Zealand's electricity regulatory framework, including compliance with the Electricity Industry Act 2010 and related regulations. It covers critical elements such as infrastructure specifications, maintenance responsibilities, pricing structures, and risk allocation between parties. The agreement is typically used for medium to long-term power supply arrangements and includes provisions for both the commercial relationship and technical requirements of the private wire connection.

1. Parties: Identification of the Generator/Seller and the Buyer/Offtaker

2. Background: Context of the agreement, including facility description and purpose of the private wire arrangement

3. Definitions and Interpretation: Defined terms and interpretation rules specific to the PPA and private wire arrangement

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

5. Sale and Purchase Obligations: Core obligations regarding electricity supply and purchase, including any exclusivity provisions

6. Private Wire Infrastructure: Specifications, ownership, and responsibilities for the private wire connection

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

8. Price and Payment: Electricity pricing structure, payment terms, and billing procedures

9. Operation and Maintenance: Responsibilities for maintaining the generation facility and private wire infrastructure

10. Planned and Unplanned Outages: Procedures for managing maintenance outages and unexpected interruptions

11. Force Majeure: Events beyond parties' control and their consequences

12. Default and Termination: Events of default, remedies, and termination procedures

13. Liability and Indemnities: Risk allocation between parties and indemnification obligations

14. Insurance: Required insurance coverage for both parties

15. Dispute Resolution: Procedures for resolving disputes between parties

16. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law