Notice Detail
Return To Results
TSP/TSP Name:  809611911-KM LOUISIANA PIPELINE Critical: N
Notice Type Desc (1):  TSP CAPACITY OFFERING Notice Type Desc (2):  TSP CAP OFFERING
Notice Eff Date/Time:  01/24/2019 3:35:00PM Notice End Date/Time:  12/31/2049 9:00:00AM
Post Date:  1/24/2019 3:35:00 PM Notice ID: 39574
Reqrd Rsp:  5 Notice Stat Desc:  INITIATE Prior Notice: 
Notice Text:

Kinder Morgan Louisiana Pipeline LLC

Binding Open Season #103

Acadiana Expansion Project


Begin Date:  January 24, 2019

End Date:  February 11, 2019


I.                    General

Kinder Morgan Louisiana Pipeline LLC (“KMLP”) hereby announces the commencement of a binding open season (“Open Season”) for its Acadiana Expansion Project (the “Project”).  Qualifying bids submitted in this Open Season shall be binding on the bidder.  As further explained herein, KMLP will award capacity to parties submitting qualifying binding bids based on the total net present value (“NPV”) of their bids.


II.                 Acadiana Expansion Project

The Project will provide incremental firm transportation capacity (i) from Columbia Gulf Transmission LLC in Segment 180 of KMLP's mainline and from mutually acceptable receipt points located near Eunice, Louisiana on KMLP's System; and (ii) to one or more mutually agreeable delivery points located in segment 100 of KMLP's mainline (“Project Path”).  The development of the Project will create up to 945,000 Dth/day (“Expansion MDQ”).   

In order to provide the Expansion MDQ along the Project Path, KMLP must construct certain facilities, which may include, without limitation, the following: (i) compression and associated auxiliary facilities at KMLP's existing Compressor Station 760 located in Acadia Parish, Louisiana; referred to herein as the (“Project Facilities”).

The Project is anticipated to be placed in-service as early as February 1, 2022 (“Commencement Date”). To the extent KMLP is able to place the Project Facilities in-service prior to the Commencement Date, project shippers will have the opportunity to contract for the capacity until the Commencement Date (“Interim Capacity”). If no project shippers contract for any or all of this Interim Capacity, KMLP reserves the right to sell such remaining unsubscribed Interim Capacity to interested third parties for a term up to the Commencement Date.

III.              Open Season Period and Submission of Bids

This Open Season will commence as of this Notice and end at 2:00 p.m. CST on February 11, 2019 (“Open Season Period”).

KMLP has entered into a binding precedent agreement with a Foundation Shipper for the Project (“Original Foundation Shipper”).  The Original Foundation Shipper's executed precedent agreement represents a qualifying binding bid in this Open Season. In order to participate in this Open Season, a potential shipper must first execute a confidentiality agreement (must be executed by an officer of the company), a copy of which is attached to this Open Season.  Upon execution of a confidentiality agreement, KMLP will provide, upon potential shipper's request, the indicative recourse rate for the Project.   Potential Shipper may then submit a completed and executed Service Request Form (“SRF”) in the form attached to the Open Season.  Upon receipt of the potential shipper's completed and executed SRF (must be executed by an officer of the company), KMLP will provide the potential shipper with a precedent agreement for the Project.  KMLP shall also contact the potential shipper to discuss the potential shipper's creditworthiness pursuant to Section 12 of KMLP's Tariff.

In order to submit a qualifying binding bid within the Open Season Period for the Project, a potential shipper must submit, prior to the expiration of the Open Season Period, in addition to the previously submitted and executed SRF and confidentiality agreement, (1) an executed precedent agreement with a minimum term of fifteen (15) years (in increments of one year if more than 15 years), substantially in the form provided by KMLP, and (2) in the event the potential shipper does not satisfy KMLP's creditworthiness requirements, credit support in the form of a letter of credit satisfactory to KMLP. KMLP reserves the right to reject a potential shipper's bid that does not comport with these minimum requirements.

Submit bids to:

Kinder Morgan Louisiana Pipeline LLC

Attention: Stuart Neck


By submitting a qualifying binding bid as described above, a bidder to whom KMLP awards any Expansion MDQ, agrees to enter into a firm service agreement with the terms of service and rates set forth in the shipper's precedent agreement for the Project.

IV.              Foundation Shipper Status and Benefits

A Shipper may qualify as a “Foundation Shipper” for the Project by submitting the documentation and a qualifying binding bid as described in Section III above that:

1.                   Commits to a fifteen (15) year minimum term commitment, and

2.                   Commits to an amount of Expansion MDQ equal to or greater than 650,000 Dth/day along the Project Path, and

3.                   The delivery meter is within 5 miles of the of the Natural Gas Pipeline Company of America LLC's (NGPL) delivery PIN 44405

4.                   Elects the fixed negotiated rate option for the Project.

Foundation shippers will enjoy benefits such as contract extension rights.

V.                 Service Type, Transportation Rights, and Fuel

Service for the Project will be provided under KMLP's Rate Schedule FTS and other applicable provisions of KMLP's Tariff, as it may change from time to time.

All shippers awarded capacity in this Open Season will have rights regarding secondary service and capacity segmentation as provided in KMLP's Tariff.  If a potential shipper elects the negotiated rate option in its precedent agreement, then the applicability of the negotiated rates to segmented quantities, point amendments, secondary points or capacity releases will be provided for in such shipper's FTS Agreement, which will be attached to the executed precedent agreement, and will be negotiated on a not unduly discriminatory basis.

Interested shippers may select on the SRF either the maximum applicable project recourse rate or a negotiated rate for the Project for the specified term of the firm transportation service agreement. The precedent agreement submitted as the qualifying binding bid should conform to the selection made on the previously submitted SRF.

In addition to the applicable recourse rate or negotiated rate selected by shipper, shipper shall also be subject to: (1) the Unaccounted for Gas and Fuel Gas Percentages under KMLP's Rate Schedule FTS, as approved by FERC for service on the Project, whether generally applicable or incremental, and (2) all applicable surcharges as set forth in KMLP's Tariff.            

VI.              Open Season Process

Participation in this Open Season shall be considered binding on the bidders upon submission of their qualifying binding bids.  KMLP has entered into a binding precedent agreement with the Original Foundation Shipper.  To the extent, KMLP receives qualifying binding bids from other Foundation Shippers, KMLP reserves the right to reevaluate and/or restructure the Project to accommodate volumes greater than the Expansion MDQ.

To the extent a shipper has any minimum contract quantity below which it does not desire the capacity or any contingencies to its bid, it should so indicate in the “Additional Information” section of the SRF. If it is necessary to allocate capacity, and bidder does not receive the minimum contract quantity requested, KMLP will notify bidder and its request will be deemed null and void.

KMLP will evaluate qualifying bids based upon the total NPV for the Expansion MDQ.  In each case, the NPV for such Expansion MDQ shall be calculated using the following factors:

NPV = En [R*(1 / (1+i)**n)]
En = Summation of months 1 through n (Sigma)
n = term in months
R = Incremental firm monthly reservation revenue
i = Monthly Discount Factor of 0.0043% (Current FERC monthly rate which can be found at )

The term in months (“n”) will be no more than two-hundred forty (240) months.

KMLP will award the Expansion MDQ to the shipper(s) submitting the qualifying binding bid(s) with the highest NPV.  If any potential shipper submits a qualifying binding bid with an equal or higher NPV than the Original Foundation Shipper, then the Original Foundation Shipper shall have the right to match or beat such bid.  To the extent the Original Foundation Shipper elects to beat any qualifying binding bid with an equal or higher NPV, the Original Foundation Shipper shall be awarded one hundred percent (100%) of its MDQ under the Original Foundation Shipper's precedent agreement.  In the event that two or more qualifying binding bids have the same total NPV, whether as a result of a qualifying binding bid or the Original Foundation Shipper exercising its right to match, capacity will be awarded in the following order of priority:  (1) to Foundation Shipper(s) on a pro rata basis; and (2) to the extent Expansion MDQ remains unsubscribed, to other potential shippers.

VII.           Reservations

KMLP reserves the following rights:

1.                   At any time during this Open Season to terminate the Open Season or to extend the Open Season Period;

2.                   To modify this Open Season to accommodate market interest;

3.                   To modify the scope of the Project or the Expansion MDQ;

4.                   To reject, on a not unduly discriminatory basis, any SRF or precedent agreement which does not meet the requirements of KMLP's Tariff, in KMLP's sole determination, contains contingencies which are unacceptable to KMLP or which 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 KMLP deems necessary), or requests service outside the scope of the Project;

5.                   To continue to market the Project and to enter into negotiations with, and award unsubscribed Expansion MDQ to, any party not submitting an SRF in this Open Season;

6.                   To not proceed with the development of the Project; and

7.                   To reject bids proposing a reservation rate that varies over the course of the proposed term.

KMLP will only proceed with the development of the Project if it is ultimately able to execute precedent agreements with term, MDQ, and rate provisions that economically justify the development of the Project and Project Facilities.

This Open Season is subject to KMLP's Tariff and to all applicable laws, order, rules, and regulations of authorities having jurisdiction.

VIII.         Creditworthiness

Following submission of a completed SRF, potential shippers will be contacted by KMLP's Credit Manager, Ralph Lohr, (630-725-3213, for further evaluation of creditworthiness.  KMLP will conduct a credit evaluation in the manner outlined in Section 12 of KMLP's Tariff.  Additionally, in the event a potential shipper is deemed non-creditworthy by KMLP, the potential shipper must provide to KMLP, as part of any precedent agreement, credit assurance applicable to the Project(s), in form and substance acceptable to KMLP in its sole discretion.  Such creditworthiness requirements shall remain in effect during the term of the precedent agreement, as well as the term of this shipper's transportation agreement(s) for the Project.

IX.              Turnback Capacity Solicitation

Any existing shipper who currently holds firm transportation capacity on KMLP that it believes (subject to KMLP's evaluation and confirmation in its sole discretion) could be used in lieu of a portion(s) of the proposed Project, as defined and accepted by KMLP, is invited to notify KMLP of its desire to permanently relinquish its capacity for use by KMLP.  Any shipper who desires to turn back such capacity must notify KMLP, in writing, of the MDQ, 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 the pipeline, and any other relevant information necessary to effectuate the permanent relinquishment of such capacity.  In order for KMLP to consider anticipated turnbacks of capacity, such notification must be received by 2:00 pm CST on February 11, 2019.  This solicitation of turnback capacity is not binding on KMLP.  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 KMLP in its sole discretion.  KMLP must remain economically indifferent between the turnback offer and the proposed expansion.  To the extent KMLP accepts a shipper's turnback request, the shipper turning back capacity shall remain responsible for any difference between the rate at which the capacity is turned back to KMLP and reservation rate under the expansion shipper(s) firm transportation service agreement with KMLP for the remaining term of the turnback shipper's firm transportation service agreement, but will not be responsible for any commodity charges, ACA, Fuel and Unaccounted For Gas charges, or any other authorized usage surcharges associated with the turnback capacity, nor shall shipper be entitled to any credits associated with such capacity. 

KMLP 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.  The final design of the Project will be based in part on the results of this turnback capacity solicitation.

X.                 Contact Information

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

Preston Troutman

(713) 420-3022


Stuart Neck

(713) 420-2230


For media inquiries, please contact:

Katherine Hill

(713) 369-9176


This Confidentiality Agreement, dated as of ________ __, 2019 (this “Agreement”), is between and among __________________________________ (“Counterparty”) and Kinder Morgan Louisiana Pipeline LLC (“KMLP”).  KMLP 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 KMLP or its affiliates regarding, KMLP's Acadiana Expansion Project which has been designed to provide firm transportation service from Columbia Gulf Transmission LLC in Segment 180 of KMLP's mainline and from mutually agreeable receipt points  located near Eunice, Louisiana on KMLP's System to one or more mutually acceptable delivery points  located within five (5) miles of Natural Gas Pipeline Company of America LLC (“NGPL”) (PIN 44405) located in Segment 100 of KMLP's mainline (“Project”), Counterparty and KMLP 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 shall be known as the “Disclosing Party” and the Party 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:


1.1               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, 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 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 KMLP 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;

(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; or

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


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 ventures, 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



3.3               In no event shall a party be entitled to recover punitive, INDIRECT, consequential, LOST PROFIT, LOSS OF REVENUE OR OPPORTUNITY, special or exemplary damages under this Agreement.

3.4               If any provision of this Agreement is declared void or otherwise unenforceable, such provision shall be deemed to have been severed from this Agreement, which shall otherwise remain in full force and effect.

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               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 not 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           No agency, partnership, joint venture or other joint relationship is created by this Agreement.  There are no third parties that are intended to benefit from any of the agreements created hereby.

3.11           This Agreement shall not be assignable by Counterparty without the express written consent of KMLP.  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 KMLP:

stuart neck

Kinder morgan louisiana pipeline llc

1001 Louisiana Street

Houston, Texas 77002



(ii)              if to Counterparty:






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 2.7 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.



By:       ____________________________________










By:       ____________________________________