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Appendix B: Offtake Agreement Negotiation Checklist

This checklist provides a neutral reference tool to ensure key provisions are considered during drafting and negotiation.

1. Commercial Terms​

  • Defined project scope and pathway
  • Total contracted volume and annual delivery schedule
  • Pricing model (fixed, indexed, cost-plus, performance-based)
  • Ramp-up provisions for early-stage projects

2. Conditions Precedent and Milestones​

  • Project registration with an approved registry
  • Validation of protocol and baseline
  • Appointment of accredited verifier
  • Evidence of insurance or buffer pool participation
  • Construction, commissioning, and COD milestones tied to obligations

3. MRV Requirements​

  • Clear boundaries and baseline definition
  • Measurement techniques and uncertainty treatment
  • Frequency and scope of reporting
  • Independent verification by an accredited body

4. Registry Operations​

  • Designated registry and acceptable alternatives
  • Procedures for issuance, transfer, and retirement
  • Double-counting safeguards and corresponding adjustments

5. Risk Allocation​

  • Remedies for delivery shortfalls (cure periods, substitution, damages)
  • Force majeure definition and mitigation obligations
  • Termination rights and step-in provisions

6. Governance and Transparency​

  • Data disclosure requirements (tiered public/private)
  • Dispute resolution mechanism (arbitration, courts, governing law)
  • Change management process for evolving methodologies