EPC &
O&M
Contracts
End-to-end legal advisory for Engineering, Procurement & Construction and Operation & Maintenance contracts in Bangladesh — from FIDIC drafting to dispute resolution, across power, infrastructure, and industrial sectors.
Single-point responsibility for design, procurement, and construction. The contractor delivers a complete, ready-to-operate facility.
Governs long-term operational management, routine maintenance, regulatory compliance, and performance optimisation of completed facilities.
The Backbone of Bangladesh's Infrastructure
EPC (Engineering, Procurement, and Construction) contracts and O&M (Operation and Maintenance) agreements are the legal foundation of Bangladesh's most critical infrastructure — power plants, industrial facilities, commercial developments, and major government projects. As Bangladesh accelerates its infrastructure ambitions, the complexity and scale of these contracts demands counsel with both deep local expertise and international standards fluency.
Barrister Meheruba Mahbub and TRW Law Firm have advised on EPC and O&M contracts across the power sector, manufacturing, and commercial construction — drafting, negotiating, and litigating these agreements for multinational contractors, Japanese MNCs, Chinese companies, and major Bangladeshi conglomerates.
EPC — Engineering, Procurement & Construction
A turnkey contract placing single-point responsibility on the contractor to design, procure, and construct a complete facility, handing it over in a ready-to-operate state. The contractor bears all risk for delays, cost overruns, and defects.
O&M — Operation & Maintenance
Governs the post-construction phase, ensuring the facility operates efficiently and is maintained to required standards. Covers routine maintenance, operational management, regulatory compliance, and performance optimisation throughout the asset's lifecycle.
Legal Services
Comprehensive EPC & O&M advisory from contract drafting to dispute resolution
EPC Contract Drafting & Review
Drafting and reviewing EPC contracts for power plants, steel buildings, industrial facilities, and commercial developments — including all schedules, technical specifications, and payment mechanisms.
O&M Agreement Advisory
Drafting comprehensive O&M agreements for long-term operational efficiency — covering KPIs, SLAs, availability guarantees, maintenance schedules, and performance remedies. Advised EGCB on major power plant O&M.
Due Diligence
Comprehensive legal due diligence for construction projects — title verification, licence and permit assessment, review of existing contractual obligations, and regulatory compliance evaluation.
Subcontractor & Supply Chain Contracts
Drafting watertight subcontracts, supply agreements, and importation contracts for construction materials — including for Chinese companies importing into Bangladesh and multinational supply chains.
Regulatory Compliance & Permits
Navigating environmental clearances, zoning approvals, fire safety regulations, building codes, and labour licences — ensuring smooth project execution across Bangladesh's complex regulatory landscape.
Construction Dispute Resolution
Representing clients in construction arbitrations and litigations — addressing payment disputes, delay claims, defect liability, force majeure events, and contractor/employer termination disputes.
Key Contract Provisions
Critical clauses in every EPC and O&M agreement we draft and negotiate
Liquidated Damages
Pre-agreed daily or weekly penalties for project delays, capped at a percentage of the contract price. Must be a genuine pre-estimate of loss to be enforceable under Bangladeshi contract law.
Performance Guarantees & Bonds
On-demand performance bonds (typically 10% of contract value) and parent company guarantees securing the contractor's obligations throughout the construction and defect liability periods.
Force Majeure
Carefully drafted force majeure clauses covering natural disasters, political events, pandemics, and government actions — with clear notice requirements, relief mechanisms, and termination triggers.
Defect Liability Period (DLP)
Post-completion period (typically 12–24 months) during which the contractor must remedy any defects at its own cost. Retention money is held until DLP expiry and satisfactory completion.
Payment Mechanisms
Milestone-based payments, advance payment bonds, interim payment certificates, and final account procedures — structured to protect both employer and contractor cash flow throughout the project.
Governing Law & Arbitration
Dispute resolution clauses specifying governing law (Bangladeshi law or English law), arbitration seat (Dhaka, Singapore, or London), and rules (ICC, LCIA, or ICSID) — tailored to the parties and project.
Completed Projects
Real mandates handled by TRW Law Firm across EPC and O&M
Japanese MNC — Captive Power Plant
Drafted the full EPC contract for a Japanese multinational's captive power plant in Bangladesh, covering all engineering, procurement, and construction obligations and risk allocation.
EGCB — Major Power Plant
Legal consultancy for a major power plant operated by the Electricity Generation Company of Bangladesh (EGCB), ensuring full compliance with O&M standards and regulatory requirements.
Lantabur Group — Dyeing Factory
EPC contract drafting and compliance advisory for Lantabur Group's dyeing factory construction, in collaboration with MARN Steel for prefabricated steel structures.
MNC — Savar Steel Building
Assisted a multinational corporation in appointing an EPC contractor for a steel building project in Savar, including contractor selection, contract negotiation, and appointment documentation.
Big W — Commercial Building Due Diligence
Conducted detailed legal due diligence on commercial buildings for long-term leases in Dhaka, including licence and permit assessment and legal compliance evaluation.
Chinese Automotive — Warehouse Construction
Drafted subcontracts for the importation of construction materials for Chinese companies, including warehouse construction agreements and supply chain documentation.
Common Challenges We Solve
EPC and O&M projects in Bangladesh face a distinctive set of legal and commercial risks. Our team has seen — and solved — every major challenge that arises in construction and engineering contracts across the country.
From drafting contracts that anticipate delays before they happen, to representing clients in arbitration when disputes arise — we provide the full spectrum of legal support that complex construction projects demand.
Discuss Your ProjectDelays & Cost Overruns
Inadequate project planning, regulatory hurdles, and unforeseen events cause most construction delays. We draft contracts with clear timelines, extension of time mechanisms, and penalty clauses that protect both parties.
Regulatory Complexity
Navigating the Building Code, Fire Safety regulations, environmental clearances, and labour laws simultaneously. Our due diligence process identifies every regulatory requirement before construction begins.
Subcontractor Disputes
Large projects involve multiple subcontractors, increasing coordination risk. We draft watertight back-to-back subcontracts that flow down EPC obligations and protect the main contractor's position.
Payment & Termination Disputes
Payment disputes and wrongful termination claims are the most common construction arbitration issues. We represent clients in ICC, LCIA, and Bangladesh arbitrations to recover outstanding amounts and enforce contract rights.
FIDIC Contract Suite
The international standard forms used in Bangladesh's major infrastructure projects
Silver Book — EPC/Turnkey Projects (1999 & 2017)
The primary FIDIC form for EPC contracts. Places maximum risk on the contractor, who takes full responsibility for design, procurement, and construction. Widely used for power plants, industrial facilities, and infrastructure in Bangladesh.
Red Book — Construction (1999 & 2017)
For construction contracts where the employer provides the design. More balanced risk allocation than the Silver Book. Commonly used in World Bank and ADB-funded infrastructure projects in Bangladesh.
Yellow Book — Plant & Design-Build (1999 & 2017)
For plant and design-build contracts where the contractor designs and constructs to the employer's requirements. Used in power generation, water treatment, and industrial plant projects across Bangladesh.
Operation & Maintenance Agreement
FIDIC's dedicated O&M form governs the long-term operation and maintenance of infrastructure assets. Covers performance standards, KPIs, maintenance obligations, and remedies for underperformance.
Our Process
From initial instruction to project completion and beyond
Project Briefing
Understand the project scope, parties, timeline, and risk profile. Identify the appropriate contract form and governing law.
Due Diligence
Title verification, permit assessment, regulatory compliance review, and counterparty due diligence before contract execution.
Contract Drafting
Drafting or reviewing the EPC/O&M agreement, all schedules, technical specifications, and ancillary documents including bonds and guarantees.
Negotiation & Execution
Negotiating contract terms with counterparties, managing regulatory approvals, and coordinating execution across multiple parties and jurisdictions.
Project Support & Disputes
Ongoing contract administration support, variation claims, extension of time advice, and dispute resolution if issues arise during or after construction.
Common Questions
Key answers on EPC and O&M contracts in Bangladesh
Build with
Confidence
Book a confidential EPC or O&M contract consultation with Barrister Meheruba Mahbub — Bangladesh's most internationally connected construction law counsel.