Notice Detail
           
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TSP/TSP Name:  1939164-TENNESSEE GAS PIPELINE Critical: N
Notice Type Desc (1):  TSP CAPACITY OFFERING Notice Type Desc (2):  TSP CAP OFFERING
Notice Eff Date/Time:  07/20/2018 2:31:38PM Notice End Date/Time:  08/19/2018 9:00:00am
Post Date/Time:  7/20/2018 2:31:38 PM Notice ID: 368307
Reqrd Rsp:  1 Rsp Date:  07/20/2018
Notice Stat Desc:  INITIATE Prior Notice: 
Subject:  AVAIL FIRM CAP - OS #1177 NB STX TO MEX
Notice Text:
Date:

Tennessee Gas Pipeline Company, L.L.C.                    Open Season Notice #1177

Non-Binding Open Season for deliveries to Mexico         July 20, 2018

and other Zone 0 deliveries

South Texas Capacity Project

                                                                                                           


I.              General                                                                 

 

Tennessee Gas Pipeline Company, L.L.C. (“Tennessee” or “Transporter”) hereby announces the commencement of a non-binding open season (“Open Season”) for firm transportation service from receipt points in Zone 0 immediately north of Station 1 in Agua Dulce, Texas to delivery points in Zone 0 including deliveries to Mexico at Tennessee's Reynosa and Rio Bravo interconnections. This firm transportation capacity may be made available through a combination of capacity made available through facility modifications on Tennessee, capacity reserved for the Project, turnback capacity, if any, and/or off-system capacity Tennessee may acquire on a third-party pipeline system (the “South Texas Capacity Project ” or “Project”).  Interested parties may submit Service Request Forms (“SRFs”) for the Project.  SRFs submitted in this Open Season are not binding on the bidder.

 

A.            The South Texas Capacity Project

 

Tennessee is soliciting non-binding proposals to enter into Gas Transportation Agreement(s) under Rate Schedule FT-A of Tennessee's FERC Gas Tariff for any or all of the following paths and volumes:

 

·          From mutually agreeable existing and potential receipt points  immediately north of Station 1 including  Agua Dulce (411306), Shoup (412669), Banquette (412062), NET Gillrina Rd (47799), the proposed Gulf Coast Express Pipeline, the proposed Permian  Highway Pipeline, or Valley Crossing Pipeline interconnections, or other mutually agreeable receipt points to the Reynosa/PEMEX South (450261) delivery point, Rio Bravo (421017) delivery point  or other mutually agreeable delivery points in Zone 0, beginning November 1, 2021, depending on interest and scope of necessary facilities, for up to approximately 140,000 Dth/d. 

 

·          From mutually agreeable existing and potential receipt points  immediately north of Station 1 including  Agua Dulce (411306), Shoup (412669), Banquette (412062), NET Gillrina Rd (47799), the proposed Gulf Coast Express Pipeline, the proposed Permian  Highway Pipeline, or Valley Crossing Pipeline interconnections, or other mutually agreeable receipt points to mutually agreeable delivery points near the Station 409/Edinburgh area in Zone 0, beginning November 1, 2021, depending on interest and scope of necessary facilities, for up to approximately 50,000 Dth/d. 

 

 

 

Tennessee will also consider service requests seeking additional volume, alternate deliveries south of Station 1 and alternate receipt points north of the receipts points listed above.  Any Shipper interested in additional volume and/or alternate receipt and/or alternate delivery points should state the requested points and/or additional volume in its proposal.

 

In order to enter into gas transportation agreement(s) for the Project capacity on the paths described above, Tennessee anticipates that a minimum term of ten (10) years will be required to economically justify proceeding with the Project.

 

This Open Season is intended solely to solicit non-binding SRFs.  Tennessee is not obligated to proceed with constructing any facilities or acquiring any off-system capacity that may be required to provide capacity for the Project.  Tennessee will only proceed with executing contracts for the Project if the terms at which it is able to transact economically justify taking the necessary steps to proceed with the Project.    

 

B.            Open Season Period and
Non-Binding Bids

 

This Open Season will commence as of the date of this notice and end at 4:00 p.m. CDT on August 30, 2018 (“Open Season Period”). 

 

In order to participate in this Open Season, a potential shipper must submit, within the Open Season Period, (a) a completed Service Request Form (“SRF”) (a copy of which is attached to this Open Season) which has been executed by an officer of the company, and (b) an executed Confidentiality Agreement (a copy of which is attached to this Open Season) (“Participating Shipper”). 

 

Any existing shipper participating in this Non-Binding Open Season may also indicate in its SRF a desire to amend and/or extend the path and/or term of one or more of its existing Gas Transportation Agreements (each an “Existing Agreement”).  In such case, the shipper's SRF must:

1.             State the term, volume, and path of the capacity for which the shipper is expressing interest;

2.             State the proposed rate for the capacity for which the shipper is expressing interest; and

3.             Identify which Existing Agreement(s), by agreement number, for which the shipper proposes to amend and/or extend the path and/or term.

Parties interested in submitting a proposal in response to this Non-Binding Open Season and becoming a Participating Shipper should submit the required SRF and Confidentiality Agreement via e-mail to both TGPBidroom@kindermorgan.com and Alison_Stringer@kindermorgan.com by the end of the Open Season Period.

II.             Service Type, Rates and Fuel

 

Service for the Project will be provided under Tennessee's Rate Schedule FT-A, as more fully described in and pursuant to Tennessee's Tariff, as it may change from time to time.  On the SRF, a shipper may propose either (a) Tariff recourse rates (maximum or discounted), or (b) a negotiated rate, for the volume and term specified in the SRF. 

 

In addition to the applicable recourse rate or negotiated rate selected by shipper, shipper shall also be subject to:  (1) Fuel and Loss Retention (“F&LR”) Percentage and Electric Power Cost Rates (“EPCR”), applicable to the Project ( whether general system or incremental) and (2) applicable reservation and commodity surcharges as set forth in Tennessee's Tariff, which may include surcharges for greenhouse gas costs and pipeline safety; and (3) if off-system capacity is acquired by Transporter to provide capacity for the Project, all charges Tennessee is obligated to pay the third party pipeline for the off-system capacity in accordance with Article XXI of the General Terms and Conditions of Tennessee's Tariff.

 

 

III.            Shipper Transportation Rights

 

Shippers on the Project will have rights regarding secondary service and capacity segmentation as provided in Tennessee's Tariff; provided, however, that secondary point, or segmentation rights on off-system capacity, if applicable, may be limited in accordance with FERC policy.  If the bidder chooses the negotiated rate option, then the applicability of the negotiated rates to segmented quantities, point amendments or secondary points will be negotiated on a not unduly discriminatory basis and provided for in the Negotiated Rate Agreement. 

 

IV.            Open Season Process

 

Upon execution of the Confidentiality Agreement by both the shipper and Tennessee, prior to or after the close of the Open Season Period, Tennessee will contact the shipper to review indicative rates for the Project, on a not unduly discriminatory basis.

 

 

Based on SRFs received in the Open Season, Tennessee will determine how it may accommodate requests for service, at what rate, and what facilities and/or off-system capacity may be required to provide the Participating Shippers' requested service.  Once Tennessee has determined what facilities and/or off-system capacity will be required to provide capacity for the Project, it will present terms to the Participating Shippers and engage with them to negotiate binding agreements.  

 

Tennessee may enter into binding precedent agreements with Participating Shippers and may determine to proceed with contracting for the South Texas Capacity Project without holding any further open season. 

 

Shippers will have the option to select service at the recourse rates for Rate Schedule FT-A or at mutually agreeable negotiated rates.

 

Although SRFs submitted in this Open Season are not binding, only valid SRFs received during the Open Season Period will be considered; provided, however, that Tennessee, in its sole discretion may consider requests received after the close of the Open Season Period, including requests to modify a Participating Shipper's validly submitted SRF, on a not unduly discriminatory basis, but shall be under no obligation to do so. 

 

Tennessee reserves the right, in its sole discretion: 

 

(1)   at any time during this Open Season to terminate the Open Season or to extend the Open Season Period;

 

(2)   to modify the scope of the Project, and/or the Open Season Period to accommodate market interest;

 

(3)   to reject, on a not unduly nondiscriminatory basis, any SRF which does not meet the requirements in Section I.B, and which in Tennessee's sole determination, is incomplete, is inconsistent with the terms of this Open Season, contains additions or modifications to the terms of the SRF, is otherwise deficient in any respect (including failure to provide credit support as Tennessee deems necessary) or requests service outside the scope of the Project.;

 

(4)   to limit shipper's right of first refusal, if any, to the extent such limitation is necessary consistent with Article V, Section 4.2(e) of the GT&C of Tennessee's Tariff;

 

(5)   to not proceed with the development of the Project for any reason; and

 

(6)    to hold an additional open season(s) relating to this Project, whether non-binding or binding. 

 

This Open Season is subject to all applicable laws, orders, rules, and regulations of authorities having jurisdiction.  No request for service shall be binding on Tennessee unless and until a duly authorized representative of both the requesting party and Tennessee have executed a binding precedent agreement.

 

 

 

V.             Creditworthiness

 

Following the close of the Open Season Period, Participating Shippers will be contacted by Tennessee for further evaluation of the Participating Shipper's creditworthiness and credit support. Tennessee will conduct a credit evaluation in the manner outlined in GT&C Article XXVI, Sections 4.1 to 4.3 of Tennessee's Tariff. 

 

In any precedent agreement, any shipper not meeting the creditworthiness standards in Tennessee's Tariff will be required to post collateral in accordance with Tennessee's Tariff and FERC policy.  Tennessee reserves the right to not move forward in negotiations with any shipper it deems, on a not unduly discriminatory basis, to be an unacceptable credit risk.

 

VI.            Turnback Capacity Solicitation

 

Any existing shipper who currently holds firm transportation capacity on Tennessee that it believes (subject to Tennessee's evaluation and confirmation in its sole discretion) could be used in lieu of a portion(s) of the proposed Project, is invited to notify Tennessee of its desire to permanently relinquish its capacity for use in serving demand indicated as a result of this Open Season. 

 

Any shipper who desires to turn back such capacity must notify Tennessee, in writing, of the TQ, term, receipt point(s), delivery point(s), contract number(s), the reservation rate at which the shipper is willing to release the capacity back to Tennessee, and any other relevant information necessary to effectuate the permanent relinquishment of such capacity. 

 

In order for Tennessee to consider any request to turnback capacity, such notification must be received by Tennessee by the close of the Open Season Period. 

 

Turnback requests are subject to rejection or pro ration based upon the results of this Open Season and this turnback capacity solicitation as determined by Tennessee in its sole discretion.

 

Tennessee must remain economically indifferent between the turnback offer and the sale of the Project capacity. 

 

Tennessee reserves the right to reject, in its sole discretion, any turnback requests that are incomplete, contain modifications to the terms of the turnback capacity solicitation, are submitted with any conditions on the turnback capacity, or are economically disadvantageous to Tennessee. 

 

X.             Contact Information:

 

If you have any questions regarding this Open Season, please contact:

 

Preston Troutman

713-420-3022

Preston_troutomanr@kindermorgan.com

 

 

Becky Mack

713-420-4656

Rebecca_mack@kindermorgan.com

 

Alison Stringer

713-420-5176

Alison_stringer@kindermorgan.com


Tennessee Gas Pipeline Company, L.L.C.

Open Season #1177

Service Request Form

Shipper Information

 

Legal Name of Entity:  _______________________________________________________________

 

Contact Name:  ____________________________________________________________________

 

Title:  ____________________________________________________________________________

 

Address:  _________________________________________________________________________

 

               _________________________________________________________________________

 

Telephone:  _______________________________________________________________________

 

Email:  ___________________________________________________________________________

 

 

Begin
Date

End Date

Receipt Point(s)

Quantity (Dth/d) [1]

Delivery Point(s)

Quantity (Dth/d)[1]

Rate/Dth per Month

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[1] The sum of receipt point quantities must equal the sum of delivery point quantities.

 

Additional Information to Clarify Service Request

 

______________________________________________________________________

 

______________________________________________________________________

 

______________________________________________________________________

 


 

 

Indicative Rate Election

 

Select one from options below:


Recourse Rate (maximum or discount) :                         □    (check box)

 

Negotiated Rate:                                               □    (check box)

 

 

Additional Information to Clarify Rate Election:

____________________________________________________________________________________

 

____________________________________________________________________________________

 

 

 

Signature of duly authorized officer of the company:        ______________________________________

 

Printed name of duly authorized officer of the company:  ______________________________________

 

Date:  ______________________________________

 

 

 

 

Please return this form by email to both:

 

TGPBidroom@kindermorgan.com

 

and

 

Alison Stringer

Phone: 713-420-5176

Email: Alison_stringer@kindermorgan.com

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement, dated as of ____________ __, 2018 (this “Agreement”), is between and among [INSERT COUNTERPARTY'S FULL LEGAL NAME] (“Counterparty”) and Tennessee Gas Pipeline Company, L.L.C. (“Tennessee”).  Tennessee and Counterparty shall be referred to collectively as the “Parties” and individually as a “Party.”  This Agreement sets forth the terms and conditions under which the Parties may disclose certain information to each other of a confidential and proprietary nature.

WHEREAS to facilitate discussions relating to, and the evaluation of a potential negotiated transaction between Counterparty and Tennessee or its affiliates regarding firm transportation service as part of Tennessee's South Texas Capacity Project (the “Project”), Counterparty and Tennessee may provide or disclose to the other Party certain Confidential Information (as hereinafter defined);

WHEREAS, for purposes of this Agreement, a Party disclosing Confidential Information to the other Party (or its Representatives) shall be known as the “Disclosing Party” and the Party and its Representatives receiving such Confidential Information shall be known as the “Receiving Party”; and

NOW THEREFORE, in consideration of the covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1.                  DEFINITION OF CONFIDENTIAL INFORMATION

1.1              As used in this Agreement, the term “Confidential Information” shall include all information about the business, financial condition, operations, assets and liabilities of the Disclosing Party and its affiliates, whether (a) prepared by the Disclosing Party and/or its affiliates, any of their respective Representatives or otherwise; (b) in written, oral, electronic, or other form; (c) identified as “confidential” or otherwise; or (d) prepared prior to, on, or after the date of this Agreement; that is furnished to the Receiving Party or any of its Representatives by or on behalf of the Disclosing Party and/or its affiliates in connection with the Project, regardless of the manner or medium in which such Confidential Information is furnished, including all information and documentation relating to the financial, tax, accounting, and other information of the Disclosing Party or any of its affiliates regarding business operations, prospects, value, and/or structure, marketing practices and techniques, business strategies and capabilities, business plans, and relationships with customers, suppliers, principals, employees, financing sources, hedging counterparties, contracting counterparties and others, and any information that is a trade secret within the meaning of applicable trade secret law and other documentation and materials prepared by the Receiving Party or any of its Representatives, containing or based in whole or in part on any Confidential Information furnished by the Disclosing Party or its affiliates or any of their respective Representatives.  With respect to the Counterparty only, “Confidential Information” shall also include (i) the fact that the Parties are in discussions regarding the Project; (ii) any discussions, negotiations, and investigations regarding the terms, conditions, or other facts with respect to the Project, including the status thereof and the existence and terms of this Agreement; (iii) the fact that Confidential Information has been made available by Tennessee to Counterparty; and (iv) all copies, notes, analyses, compilations, studies, interpretations or other documents prepared by or on behalf of the Counterparty or its Representatives which contain, reflect or are based upon, in whole or in part, any other Confidential Information.

1.2              Notwithstanding the foregoing, Confidential Information shall not include information that the Receiving Party can demonstrate:

(i)                 is rightfully known to or already in the possession of the Receiving Party prior to its disclosure by the Disclosing Party;

(ii)               is or becomes generally available to the public other than as a result of disclosure, directly or indirectly, by the Receiving Party or its Representatives; provided, however, Confidential Information in the form of a precedent agreement or any other agreement, term sheet, or other tangible record, whether in draft form, execution form, or otherwise, related to or in any way memorializing an anticipated or actual commercial arrangement between the Parties with respect to the Project shall be deemed unique to the Parties, shall be deemed Confidential Information, and shall not be deemed to be generally available to the public solely because one or more precedent agreements or other agreements, term sheets, or other tangible records containing substantially similar terms or provisions between the Disclosing Party and one or more third parties have been disclosed publicly, whether or not such disclosure occurred wrongfully;

(iii)             is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its affiliates or any of their respective Representatives; provided that such source is not known by the Receiving Party or its Representatives (after due inquiry) to be bound by a confidentiality agreement with or other obligation of confidentiality to the Disclosing Party or its affiliates or another party with respect to such information;

(iv)             is independently derived by the Receiving Party or its Representatives without the aid, application or use of Confidential Information; or

(v)               is authorized in writing by the Disclosing Party for disclosure by the Receiving Party, to the extent of such authorization.

2.                  PERMITTED PURPOSE, USE AND DISCLOSURE OBLIGATIONS

2.1              The Receiving Party shall use, and shall cause its Representatives to use, the Confidential Information solely in connection with its analysis and evaluation of the Project (the “Permitted Purpose”), and for no other purpose.  Furthermore, the Receiving Party shall not, and shall cause its Representatives not to, directly or indirectly, at any time disclose any Confidential Information to any person (other than the Disclosing Party) in any manner, or permit or assist any person (other than the Disclosing Party) to use any Confidential Information, except that the Receiving Party may disclose Confidential Information to its Representatives who have a bona fide need to know such information for the sole purpose of assisting, and solely to the extent necessary to permit such Representatives to assist, the Receiving Party in the Permitted Purpose; provided that prior to the disclosure of the Confidential Information to any of its respective Representatives, the Receiving Party shall inform such Representatives as to the confidential and proprietary nature of the Confidential Information and shall obligate each such Representative to comply with the terms of this Agreement.  The Receiving Party shall be liable to the Disclosing Party for any action or omission prohibited under this Agreement by any of its Representatives.  Neither the Receiving Party nor any of its Representatives shall use or employ any Confidential Information in any way that would be harmful to or against the best interests of the Disclosing Party or any of its affiliates.  Without limiting the foregoing, neither the Receiving Party nor any of its Representatives shall reverse engineer, disassemble, or decompile any Confidential Information or any products or any other prototypes, software, or other tangible objects which embody Confidential Information.

2.2              For purposes of this Agreement, “Representatives” of any person shall mean its affiliates and the employees, directors, partners, officers, owners, co-owners, controlling persons, investors, co-investors, joint venturers, debt financing sources, representatives, agents, consultants, and professional advisors of such person and its affiliates (including financial advisors, counsel, and accountants).  An “affiliate” of any person shall mean any other person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is or comes under common control with, the first person.  For purposes of the foregoing sentence, “control” of a person means the possession of power to direct or cause the direction of management and policies of such person, whether through ownership of voting securities, by contract or otherwise.  The term “person” as used in this Agreement will be interpreted broadly to include the media (electronic, print, or otherwise), the Internet, any governmental representative or authority or any corporation, company, limited liability company, enterprise, association, partnership, group or other entity or individual.

2.3              Receiving Party agrees that any Confidential Information received from Disclosing Party shall be maintained by the use of appropriate internal procedures to ensure that Confidential Information maintains its confidential and proprietary nature.

2.4              If any unauthorized disclosure or use of the Confidential Information is discovered, Receiving Party hereby covenants to immediately notify the Disclosing Party of any such unauthorized use which comes to its attention, including, without limitation, any such unauthorized use by Receiving Party or its Representatives.  Moreover, upon the request of the Disclosing Party, the Receiving Party shall cooperate in assisting the Disclosing Party in terminating or preventing any third parties from disseminating or using the Confidential Information by securing evidence, obtaining witnesses and their affidavits and declarations, and assisting the Disclosing Party in any other reasonable manner.

2.5              In the event that Receiving Party or any of its Representatives becomes legally compelled (whether by subpoena, interrogatory, civil investigative demand, court or regulatory order, or otherwise) to disclose any of the Confidential Information received from Disclosing Party, Receiving Party will, to the extent permitted and reasonably feasible under the circumstances, provide Disclosing Party with prompt written notice so that Disclosing Party may seek a protective order or other appropriate remedy prior to any such disclosure and/or waive compliance with certain provisions of this Agreement.  Receiving Party shall cooperate with Disclosing Party in seeking the protective order or other appropriate remedy so that Confidential Information maintains its confidential and proprietary treatment.  In the event that such a protective order or other protective remedy is not obtained or the Disclosing Party waives compliance with the relevant provisions of this Agreement, Receiving Party will furnish only that portion of the Confidential Information that is legally required to be disclosed, in the opinion of its own counsel, and such Party will exercise its reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.

2.6              Within fifteen (15) days after being requested in writing by the Disclosing Party (which request may be made at any time and from time to time), the Receiving Party shall, and shall cause its Representatives to, either return to the Disclosing Party or destroy all Confidential Information and all documents, materials, or other items containing Confidential Information, without retaining any copies, summaries, or extracts thereof, and shall certify such return and/or destruction in writing to Disclosing Party within such 15 day period; provided, however, that Receiving Party shall not be required to return or destroy any electronic copies of any such Confidential Information, or any documents, materials, or other items containing Confidential Information, that shall have been archived in Receiving Party's electronic records archival system until such items are destroyed in accordance with Receiving Party's normal destruction policies and provided further that notwithstanding the expiration of this Agreement pursuant to Section 3.13, all provisions of this Agreement shall continue to apply with full force and effect to any materials containing Confidential Information which are retained by Receiving Party or its Representatives following a written request for the return or destruction thereof pursuant to this Section 2.6.  Compliance with this Section 2.6 shall not relieve Receiving Party of its other obligations under this Agreement.

3.                  GENERAL

3.1              This Agreement shall be governed by, and construed in accordance with, the laws of the State of TEXAS, regardless of conflicts of laws principles that might apply the laws of another jurisdiction.  EACH PARTY HEREBY CONSENTS TO THE JURISDICTION AND VENUE OF the COMPETENT STATE AND FEDERAL COURTS LOCATED IN HARRIS COUNTY, TEXAS FOR ANY ACTION BROUGHT UNDER THIS aGREEMENT.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH COURTS ON JURISDICTION, CONVENIENCE OR ANY OTHER GROUND.  THE PRECEDING SHALL NOT APPLY TO A PARTY'S SEEKING TO ENFORCE A JUDGMENT OF SUCH COURT IN ANOTHER COURT, VENUE, OR JURISDICTION.

3.2              EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.

3.3              In no event shall a party be entitled to recover punitive, INDIRECT, consequential, LOST PROFIT, LOSS OF REVENUE OR OPPORTUNITY, special or exemplary damages ARISING under this Agreement OR FROM A BREACH HEREOF.  ALL DAMAGES SHALL BE LIMITED TO ACTUAL DAMAGES ONLY.

3.4              If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

3.5              No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 

3.6              Subject to Section 3.3 above, Receiving Party hereby acknowledges and agrees that any Confidential Information disclosed to the Receiving Party is considered by the Disclosing Party to be of a special, unique and proprietary character and that in the event of any breach or threatened breach of any provision of this Agreement, remedies at law would be inadequate.  The Receiving Party agrees, therefore, on behalf of itself and its Representatives that the Disclosing Party shall be entitled to specific performance and injunctive or other equitable relief without any showing of irreparable harm or damage, and the Receiving Party hereby waives, and shall cause its Representatives to waive, any requirement for the securing or posting of any bond or other security in connection with any such remedy.  Such remedies shall not be deemed to be the exclusive remedies for any breach or threatened breach of this Agreement, but will be in addition to all other remedies available at law or in equity to the Disclosing Party or any of its affiliates.  Any trade secrets included in the Confidential Information will also be entitled to all of the protections and benefits under applicable trade secret law.  The Receiving Party hereby waives, and shall use all reasonable efforts to cause its Representatives to waive, any requirement that the Disclosing Party or any of its affiliates submit proof of the economic value of any trade secret or post a bond or other security. 

3.7              Neither this Agreement nor disclosure of any Confidential Information to the Receiving Party or its Representatives shall be deemed by implication or otherwise to vest in the Receiving Party or its Representatives rights in or to the Confidential Information, other than the right to use such Confidential Information solely for the Permitted Purpose.  The Disclosing Party shall retain sole and exclusive ownership of all right, title, and interest in and to all Confidential Information and any and all materials provided by the Disclosing Party to the Receiving Party hereunder, and all intellectual property rights therein.  Receiving Party's right to use the Confidential Information for the Permitted Purpose is revocable and not coupled with an interest in any Confidential Information.  No license by implication, estoppel, or otherwise under any patent, copyright, trade secret, trade mark, or other intellectual property right is granted by the Disclosing Party hereunder.  Neither Party represents or warrants that Confidential Information disclosed hereunder will not infringe any third party's patents, copyrights or trade secrets or other proprietary rights.

3.8              The Receiving Party acknowledges, on behalf of itself and its Representatives, that neither the Disclosing Party nor its Representatives makes any representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information, that neither the Disclosing Party nor its Representatives shall have any liability whatsoever to the Receiving Party or its Representatives or any other person as a result of the use of the Confidential Information or any errors therein or omissions therefrom by virtue of this Agreement and that the Receiving Party and its Representatives shall assume full responsibility for all conclusions derived from the Confidential Information.   

3.9              Both Parties acknowledge and agree that neither Party is obligated to enter into or commence or continue any discussions or negotiations pertaining to the Project, and that no such obligation shall arise unless and until a definitive agreement relating to the Project is executed and delivered by the Parties.

3.10          By entering into this Agreement, the Parties have not established a contractual or any other form of duty to deal exclusively with each other. This Agreement does not create and shall not be construed as an expression of an intent by the Parties to create any partnership, distributorship relationship, agency relationship, employer-employee relationship, joint venture, or any similar relationship or entity between the Parties.  No conduct, communication or public press release between the Parties (nor any conduct or communication or public press release of either Party with any third party) shall be interpreted as creating such a relationship or intent to constitute an agreement.  Any relationship must be documented by a signed writing by an officer of the respective Parties. Further, neither Party shall, based upon the terms of this Agreement, have the authority to act as an agent, representative, trustee, or fiduciary of the other Party or bind or legally obligate the other Party in any manner whatsoever.  There are no third parties that are intended to benefit from this Agreement or its provisions.

3.11          This Agreement shall not be assignable by either Party without the express written consent of the other Party.  This Agreement shall be binding upon the Parties hereto and upon their respective successors and assigns.

3.12          All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given (i) upon receipt, if by personal delivery, by electronic mail, or by a recognized overnight courier service or (ii) three days after deposit with the U.S. Postal Service (first-class mail postage prepaid, return receipt requested), to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

(i)                 if to Tennessee:

ALISON G. STRINGER

DIRECTOR, BUSINESS DEVELOPMENT

TENNESSEE GAS PIPELINE COMPANY, L.L.C.

1001 Louisiana Street

Houston, Texas 77002

alison_stringer@kindermorgan.com

 

(ii)               if to Counterparty:

[INSERT CONTACT, TITLE, ADDRESS, EMAIL]

 

3.13          Except as otherwise provided herein, the restrictions and covenants set forth herein shall terminate and be of no further force and effect upon the two year anniversary of this Agreement; provided, however, that with respect to Confidential Information which constitutes a trade secret under applicable law, the Receiving Party's obligations pursuant to this Agreement shall survive so long as the Confidential Information remains a trade secret.  For the avoidance of doubt, any Confidential Information retained by Receiving Party or its Representatives following a request for the return or destruction thereof pursuant to Section 2.6 shall remain subject to all provisions of this Agreement notwithstanding the expiration of this Agreement pursuant to this Section 3.13.  Following the expiration or termination of this Agreement, the following provisions shall survive for purposes of any claim or dispute relating to the Agreement: 3.1, 3.2, 3.3, and 3.13.

3.14          This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.

3.15          This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute the same agreement. 

            IN WITNESS WHEREOF, the Parties have caused their signatures to be hereto affixed as of the date first written above.

TENNESSEE GAS PIPELINE COMPANY, L.L.C.

 

By:      ____________________________________

 

Name:  ____________________________________

 

Title:    ____________________________________

 

Date:   ____________________________________

 

 

 

[INSERT COUNTERPARTY]

By:      ____________________________________

 

Name:  ____________________________________

 

Title:    ____________________________________

 

Date:   ____________________________________

 

 

 

 

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