Notice Detail
Return To Results
Notice Type Desc (1):  TSP CAPACITY OFFERING Notice Type Desc (2):  TSP CAP OFFERING
Notice Eff Date/Time:  05/08/2019 3:00:06PM Notice End Date/Time:  12/31/2049 9:00:00AM
Post Date:  5/8/2019 3:00:06 PM Notice ID: 371363
Reqrd Rsp:  1 Notice Stat Desc:  INITIATE Prior Notice: 
Subject:  OS #1210 - FIRM CAPACITY EAST 300
Notice Text:

DATE:   May 8, 2019                 TIME: 3:00 PM CDT


RE: Binding Open Season for Firm Transportation Service from Zone 4 to Zone 5 (OPEN SEASON POSTING #XXXX)


I.   General


Tennessee Gas Pipeline Company, L.L.C. ("Tennessee") is holding this binding open season (the "Open Season") for its East 300 Upgrade Project (the “Project”). The Project will provide incremental firm transportation capacity with receipts from mutually agreeable receipt points along Tennessee's 300 Line in Zone 4 to delivery points on Tennessee's 300 Line in Zone 5 (the "Project Path").  The development of the Project will create up to 110,000 Dth/day of firm transportation capacity (the “Project Capacity”).  The Open Season will commence as of this Notice and end at 4:00 p.m. CDT on, May 29, 2019 ("Open Season Period").


Project Capacity awarded pursuant to this Open Season may be made available through (1) the installation of additional compression facilities (the “Project Facilities”); (2) the use of capacity reserved pursuant to Article XXVI, Section 5.8 of the General Terms and Conditions ("GT&C") of Tennessee's FERC Gas Tariff ("Tariff"); or (3) the installation of appurtenant facilities and modifications, as may be required to meet the specific needs of the Shippers.  The final TQ to be awarded under this open season will be based upon binding agreements executed before the Open Season and service requests received in the Open Season which result in the execution of binding agreements.  The commencement date for the Project Capacity awarded in the Open Season is anticipated to be November 1, 2023 (the “Commencement Date”), depending upon the in-service date for the Project Facilities, the capacity being utilized, and the facilities required to meet the Shippers' requests.    


Bids submitted in this Open Season are binding on the Shipper.


II. Open Season/Submission of Bids


To participate in this Open Season, a potential shipper must submit a completed Service Request Form ("SRF") and Confidentiality Agreement, executed by a company officer, both of which are included with this notice. Upon receipt of the participant's executed SRF and Confidentiality Agreement, Tennessee shall provide the potential shipper with the form of binding precedent agreement, and an estimated recourse rate for the requested firm transportation service.  A potential shipper will have the option to select service at the recourse rates or at a mutually agreeable negotiated rate


In order to submit a Qualifying Binding Bid in the Open Season Period, a potential shipper must submit, in addition to the previously submitted and executed SRF and Confidentiality Agreement:  (1) an executed binding agreement  with a minimum term of twenty (20) years at mutually agreeable project rates; and (2) credit support in the form of an executed parent guaranty or letter of credit satisfactory to Tennessee, in the event the potential shipper does not satisfy Tennessee's creditworthiness requirements. 


Any potential shipper submitting an executed SRF and Confidentiality Agreement by the close of the Open Season that do not meet the criteria of a Qualifying Binding Bid will be considered to have submitted a Non-Conforming Bid.  Tennessee reserves the right to reject any Non-Conforming Bids.   


To the extent a potential 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 potential shipper does not receive the minimum contract quantity requested, Tennessee will notify such potential shipper and its request will be deemed null and void.



Potential shippers should submit bids to:


Tennessee Gas Pipeline

Attention: Alison Stringer

Email: AND


III. Foundation Shipper Status


Tennessee has executed 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. 


A shipper may qualify as a “Foundation Shipper” for the Project by submitting the documentation and a Qualifying Binding Bid as described in Section II above including:


1.     Execution of a binding precedent agreement prior to the close of the Open Season;

2.     Satisfaction of the Creditworthiness Standards in GT&C Article XXVI, Section 4.3 of the Tariff;

3.     Commitment to the execution of a FT-A Agreement with:

a.     A minimum of 110,000 Dth/d of capacity;

b.     A term beginning on the later of: (i) November 1, 2023; or (ii) the date on which all of the Project Facilities are placed in-service;

c.     A term continuing for a minimum term of twenty (20) continuous years after all of the Project Facilities are placed in-service; and

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


Foundation Shipper benefits may include a right to extend the gas transportation agreement at the end of the 20-year Primary Term, and other mutually agreeable provisions to be negotiated on a not unduly discriminatory basis. 


IV. Evaluation Method


Participation in this Open Season shall be considered binding on the bidders upon submission of their Qualifying Binding Bids. Tennessee has entered into a binding precedent agreement with the Original Foundation Shipper. To the extent Tennessee receives Qualifying Binding Bids for greater than the Project Capacity, Tennessee reserves the right to proceed with the Project as contemplated and address requests for excess capacity in a subsequent project and/or open season.  

Upon the expiration of the Open Season Period, Tennessee will evaluate the Qualifying Binding Bids on a Net Present Value (NPV) per Dekatherm ("Dth") basis using the following factors:


NPV = En [R*(1 / (1+i)**n)] / Dth

En = Summation of months 1 through n (Sigma)

n = term in months

R = Incremental firm monthly reservation revenue

Dth = TQ of the Contract

i = Monthly Discount Factor of 0.8333%


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


Tennessee will award the Project Capacity to the shipper(s) submitting the Qualifying Binding Bid 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 Project Capacity remains unsubscribed, to other potential shippers.


V.  Firm Transportation Service    

Service for the Shippers awarded Project Capacity will be provided under Tennessee's Rate Schedule FT-A, and other applicable provisions of Tennessee's Tariff, as it may change from time to time.


In addition to the applicable recourse rate or negotiated rate selected by shipper, shipper shall also be subject to: (1) the applicable Rate Schedule FT-A maximum applicable commodity, (2) the applicable Rate Schedule FT‑A Fuel and Loss Retention Percentage and Electric Power Cost Rates, as approved by FERC for service on the Project Capacity, whether generally applicable or incremental, and (3) all applicable surcharges as set forth in Tennessee's Tariff.


VI.   Tennessee's Reservation of Rights


Tennessee 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 the scope of the Open Season and/or the Open Season Period to accommodate market interest;


(3)  to reject, on a not unduly discriminatory basis, any SRF which does not meet the requirements of a Qualifying Binding Bid, 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 Transaction;


(4) to reject, on a not unduly discriminatory basis, any Non-Conforming Bid;


(5) 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


(6)  to not award the Project Capacity. 


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.



VII.  Creditworthiness


Following submission of a complete SRF, potential shippers will be contacted by Tennessee's Credit Department for further evaluation of the potential shipper's creditworthiness.  Tennessee will conduct a credit evaluation in the manner outlined in GT&C Article XXVI, Section 4.3 of the Tariff.  Additionally, in the event a potential shipper is deemed non-creditworthy by Tennessee, the potential shipper must provide to Tennessee, as part of any binding agreement, credit assurance applicable to this Transaction, in form and substance acceptable to Tennessee in its sole discretion. Such creditworthiness requirements shall remain in effect during the term of the binding agreement, as well as the term of shipper's transportation agreement(s) for the Transaction.


VIII.  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 Capacity, as defined and accepted by Tennessee, is invited to notify Tennessee of its desire to permanently relinquish its capacity for use in the Open Season.  Any shipper who desires to turn back such capacity must notify Tennessee, 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 Tennessee, and any other relevant information necessary to effectuate the permanent relinquishment of such capacity.  In order for Tennessee to consider any anticipated turnbacks of capacity, such notification must be received by Tennessee by 4 PM CDT on May 29, 2019.  This solicitation of turnback capacity is not binding on Tennessee.  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 proposed Project. To the extent Tennessee 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 Tennessee and reservation rate under the Project shipper(s) firm transportation service agreement with Tennessee 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. 


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


IX.   Contact Information


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


Alison Stringer



Preston Troutman



For media inquiries, please contact:

Katherine Hill

(713) 369-9176 



Tennessee Gas Pipeline Company, L.L.C.

Zone 4 Receipts and Zone 5 Deliveries

Service Request Form


Shipper Information:
(Legal name of entity) ______________________________________________
Primary Contact        ______________________________________________
Title                  ______________________________________________
Address                ______________________________________________
Telephone              ___________________ 
Fax                    ___________________ 
Email                  ___________________
Capacity Path:
Receipt Point [1]
Quantity (Dth/d)
Delivery Point(s)
Quantity (Dth/d)[1]
[1] The sum of receipt point quantities must equal the sum of delivery point quantities.
Contract Term:  ___________________
Begin Date:    ___________________
End Date:      ___________________

Monthly Reservation Rate Information:

□ Recourse Rate □ Negotiated Rate: ________


Additional Information to Clarify Service Request:
Financial and/or Credit Information:
□ Attached             □ Sent Separately
Submitted by:          
Name                   ______________________________________________
Title                  ______________________________________________
Telephone              ______________________________________________
Signature              ______________________________________________
                       Signature of Duly Authorized Officer
Date                   ______________________________________________



Please return this form to:


Alison Stringer

Tennessee Gas Pipeline Company, L.L.C.

1001 Louisiana Street

Houston, TX  77002

Phone:  713-420-5176

Email: AND









This Confidentiality Agreement, dated as of ___________ ____, 2019 (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 from one or more mutually agreeable receipt points on Tennessee's 300 Line in Zone 4 to delivery points on Tennessee's 300 Line in Zone 5 (the "Transaction"), 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 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 Transaction; (ii) any discussions, negotiations, and investigations regarding the terms, conditions, or other facts with respect to the Transaction, 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, 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.


2.1              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 Transaction (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 Transaction, and that no such obligation shall arise unless and until a definitive agreement relating to the Transaction 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 Tennessee.  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):

(a)  if to Tennessee:

alison stringer



1001 Louisiana Street

Houston, Texas 77002


(a): 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:      ____________________________________

Name:  [INSERT]

Title:    [INSERT]