EPC and O&M Contracts law firm in Bangladesh

Our London office at Holborn Gate, 330 High Holborn, London, WC1V 7QH, advises international sponsors, contractors and lenders on EPC and O&M contracts for infrastructure and energy projects involving Bangladesh. This note outlines common commercial and contractual issues to address when negotiating and documenting cross‑border project delivery, without attempting to provide Bangladesh‑specific legal advice.

Key commercial and contractual issues

When allocating construction and operational risks on projects involving Bangladesh, parties should focus on:

• Choice of delivery model (lump‑sum EPC, EPCM, design‑build, BOT/PPP) and the implications for allocation of design, completion and performance risk.
• Performance security and payment mechanisms: parent guarantees, bonds, escrow arrangements and payment currency and convertibility protections.
• Programme, extensions of time, liquidated damages and compensation events, with clear definitions, notification and evidence requirements.
• Variations, change control and price adjustment mechanisms to address local price inflation and supply chain disruption.
• Permitting, land acquisition, local content and interface management with contractors, operators and governmental bodies.
• Compliance: anti‑bribery, sanctions screening, import/export controls and local employment and immigration obligations.

Dispute resolution and governing law

International parties commonly select English governing law with arbitration seated in a neutral venue. Considerations include:

• Choice of seat and institutional rules (ICC, LCIA, SIAC) affects procedural law, interim relief and the availability of emergency arbitrators.
• Draft clear dispute escalation, expert determination for technical disputes, and tiered dispute resolution to preserve commercial relationships.
• Enforceability: incorporate clauses that facilitate recognition and enforcement of awards under the New York Convention and consider preservation of security through English courts where appropriate.

Practical checklist

1. Confirm project delivery model and contractor allocation of design/plant responsibility.
2. Agree governing law, seat of arbitration and institutional rules early in negotiations.
3. Specify performance guarantees, bonds and payment security with clear triggers and cap provisions.
4. Draft comprehensive force majeure and change‑in‑law clauses with allocation of cost and time relief.
5. Set out notice, claims and evidentiary procedures precisely to avoid procedural disputes.
6. Ensure compliance programmes for anti‑corruption and sanctions are contractually required.
7. Plan for local permits, customs, tax and employment interfaces and obtain local counsel input on these matters.
8. Include mechanisms for expert determination of technical disputes and agreed inspection and acceptance tests.

Jurisdiction and sources

• UK Foreign, Commonwealth & Development Office: Bangladesh travel & business advice
• FIDIC (Fédération Internationale Des Ingénieurs-Conseils) standard forms
• International Chamber of Commerce (ICC) and model clauses
• London Court of International Arbitration (LCIA)
• UNCITRAL / New York Convention materials
• Bangladesh Investment Development Authority (BIDA)
• Ministry of Law, Justice and Parliamentary Affairs, Bangladesh

Cross‑border EPC and O&M projects involving Bangladesh raise commercial, regulatory and enforceability issues that benefit from coordinated UK and local advice. Early clarity on allocation of risk, dispute mechanisms and compliance requirements will materially reduce delivery risk. For tailored guidance, instruct local counsel in Bangladesh alongside experienced English law drafting counsel.

General information only; not legal advice and not a substitute for advice on a particular matter.