DATE: October 15, 2024                                                                        TIME: 4:00 PM CDT

 

TO: ALL TENNESSEE GAS PIPELINE COMPANY, L.L.C. CUSTOMERS

 

RE:       Binding Open Season to Serve the Growing Demand in Southeast Markets  

            Mississippi Crossing Project – EXTENSION

(OPEN SEASON POSTING #1397)

 

I.  General

 

Due to customer interest in Tennessee Gas Pipeline Company, L.L.C.'s (“Tennessee”) proposed Mississippi Crossing Project (“MSX” or the “Project”), Tennessee has elected, pursuant to this notice, to update the binding open season (the “Open Season”) for the Project to extend the end date of the Open Season to 4:00 p.m. CDT on November 1, 2024. In connection with such extension, Tennessee is also updating: (a) Section IV of this notice to extend (1) the date by which it will notify potential shippers that are not Anchor Shippers (as hereinafter defined) of capacity awards and (2) the date by which such shippers shall execute Precedent Agreements (as hereinafter defined) and; (b) Section VIII of this notice to extend the date by which interested parties must respond to Tennessee's turnback capacity solicitation.

 

Tennessee is developing the Project to address increasing natural gas demand driven by power and LDC growth in Southeast markets. The Project will connect to existing TGP assets, including the 100, 800, and 500 legs, along with third-party pipelines that, in combination, will provide critical supply access at liquid trading points sourced by multiple supply basins.

 

Through the Project, Tennessee plans to develop an extension of its pipeline system (the “MSX Extension”) that would enable Tennessee to provide approximately 1,500,000 dekatherms ("Dth") per day (“Dth/day”) of firm transportation capacity (the “Project Capacity”) from the origination point of such extension at or near Greenville, Mississippi to (1) a new TGP delivery on the 500 line located in Lauderdale County, Mississippi (the “TGP 500L Delivery”), (2) a new delivery to Southern Natural Gas Company, L.L.C. located in Clarke County, Mississippi (the “SNG Delivery”), and (3) a new potential delivery to Transcontinental Gas Pipe Line Company, LLC in Choctaw County, Alabama (the “Transco T85 Delivery” and, together with the TGP 500L Delivery and the SNG Delivery, the “MSX Delivery Points”).

 

A map of the proposed Project is provided here. Potential shippers electing to submit Open Season bids shall have the option to allocate their requested Project Capacity among the receipt points and delivery points set forth in the attached Service Request Form (“SRF”).

 

The Open Season commenced on September 20, 2024 and will end at 4:00 p.m. CDT on November 1, 2024 (the “Open Season Period”). Unless otherwise indicated, capitalized terms that are used but not defined herein shall have the meanings ascribed to such terms in Tennessee's Tariff.

 

Project Capacity awarded pursuant to the Open Season may be made available through: (1) the MSX Extension, (2) modifications to and expansions of TGP's existing system, including the installation of appurtenant facilities and modifications, as may be required to meet the specific needs of the Project shippers; and/or (3) the use of capacity reserved pursuant to Article XXVI, Section 5.8 of the General Terms and Conditions ("GT&C") of Tennessee's Tariff (collectively, the “Project Facilities”). The commencement date for the Project Capacity (the “Commencement Date”) is anticipated to be November 1, 2028.

   

II.  Open Season/Submission of Bids

 

To participate in the Open Season, potential shippers that were not in active negotiations with Tennessee for Project Capacity as of the date the Open Season commenced must submit to Tennessee a completed confidentiality agreement and SRF, each in the form included with this notice and executed by an officer or other authorized representative of such potential shipper (a “Qualifying Binding Bid”). Upon receipt of a potential shipper's completed confidentiality agreement and SRF, Tennessee shall provide such potential shipper with the form of binding precedent agreement for the Project (a “Precedent Agreement”). The Precedent Agreement shall provide the potential shipper with the option to select service at the applicable recourse rate or at the negotiated reservation rate offered by Tennessee (the “Negotiated Rate”), which shall take into account, among other things, the primary term that the potential shipper has selected and whether such potential shipper has elected deliveries at the Transco T85 Delivery or mutually agreed delivery points other than the MSX Delivery Points.   

 

To the extent a potential shipper has any minimum contract quantity below which it does not desire the Project Capacity or any contingencies to its bid, it should so indicate in the “Additional Information” section of the SRF.

 

Potential shippers should submit bids to: 

 

Tennessee Gas Pipeline Company, L.L.C.

Attention: Alison Stringer

Email: tgpbidroom@kindermorgan.com AND alison_stringer@kindermorgan.com

 

III.  Anchor Shipper Status

 

A shipper may qualify as an “Anchor Shipper” for the Project by executing a Precedent Agreement no later than the close of the Open Season that contemplates: (a) a minimum transportation quantity (“TQ”) of 200,000 Dth/day; and (b) a minimum primary term of 20 years.

  

Anchor Shipper benefits, as further set forth in Anchor Shippers' Precedent Agreements, may include: (a) a commitment that such Anchor Shippers' Project Capacity shall not be subject to proration; (b) contractual extension rights; (c) optional interim capacity (if available before the Commencement Date); (d) a most favored nations provision; (e) the right to request capacity that would be shared with an approved counterparty on a seasonal basis; and (f) the right to participate in future expansions of the MSX Extension.  

 

IV. Evaluation Method and Award Process

 

Participation in the Open Season shall be considered binding on the bidders upon submission of their Qualifying Binding Bids and/or executed Anchor Shipper Precedent Agreements. To the extent Tennessee receives Qualifying Binding Bids and Anchor Shipper Precedent Agreements in the Open Season 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. Tennessee further reserves (1) the right to reject any bids for Project Capacity that it receives during the Open Season, including any Qualifying Binding Bids, on a not unduly discriminatory basis and (2) the right to suspend or terminate further development of the Project in whole or in part.

 

Upon the expiration of the Open Season Period, Tennessee will evaluate the Qualifying Binding Bids on a total net present value (“NPV”) basis 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 0.8333% 

 

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

 

If the total Project Capacity requested during the Open Season pursuant to Qualifying Binding Bids and Anchor Shipper Precedent Agreements exceeds the Project Capacity, Tennessee will first award Project Capacity to Anchor Shippers. Thereafter, Tennessee will award Project Capacity to other potential shipper(s) submitting the Qualifying Binding Bid(s) with the highest NPV. As between Qualifying Binding Bids of equal NPV, Project Capacity shall be awarded on a pro-rata basis.

 

Tennessee shall notify potential non-Anchor Shippers submitting Qualifying Binding Bids of whether they were awarded Project Capacity by November 8, 2024. If a potential non-Anchor Shipper is awarded Project Capacity, then, on or before November 22 2024 (or such later date as may be determined by Tennessee), such potential shipper must submit to Tennessee an executed binding Precedent Agreement for the Project.

      

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.

 

In addition to the applicable reservation rate selected by each Project shipper, and unless otherwise agreed by such shipper and Tennessee as set forth in such shipper's Precedent Agreement, each such shipper shall also be subject to: (1) the applicable Rate Schedule FT-A maximum applicable commodity rate; (2) the applicable Rate Schedule FT-A Fuel and Loss Retention Percentage (“F&LR”) and Electric Power Cost Rates (“EPCR”); and (3) all other applicable surcharges as set forth in Tennessee's Tariff, including, but not limited to, any applicable annual charge adjustment (“ACA”) surcharge. 

  

VI.  Tennessee's Reservation of Rights

 

Tennessee reserves the following rights, in addition to all other rights that Tennessee has reserved herein or that Tennessee may have pursuant to its Tariff and FERC policies:  

 

(1)           the right, at any time during the Open Season, upon notice and in its sole discretion, to terminate the Open Season, to extend the Open Season Period, or to modify the Open Season;

 

(2)           the right to clarify and finalize bids containing non-specific or ambiguous bid information (including, without limitation, rate, term, and receipt or delivery points) or discrepancies in bid information; provided, that, Tennessee shall have no obligation to do so;

 

(3)           the right to reject, on a not unduly discriminatory basis, any bid, including any bid that, in Tennessee's sole determination, is incomplete, is inconsistent with the terms of the Open Season, contains additions or modifications to the terms of the Open Season, is otherwise deficient in any respect, or requests service outside the scope of the Open Season;

 

(4)           the right to reject any bid that does not specify capacity within the path described in this notice; and

 

(5)           the right to not award any portion of the Project Capacity.

 

The Open Season is subject to all applicable laws, orders, rules, and regulations of authorities having jurisdiction.

   

VII.  Creditworthiness

  

Following submission of an executed confidentiality agreement, Tennessee will conduct a credit evaluation of potential shippers in the manner outlined in the Precedent Agreement. 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 the Project, in form and substance acceptable to Tennessee in its sole discretion. Such creditworthiness requirements shall remain in effect during the term of the Precedent Agreement, as well as the term of shipper's transportation agreement(s) to be executed pursuant to such Precedent Agreement.

  

VIII.  Turnback Capacity Solicitation  

 

Any existing shipper that 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 Project. Any shipper that 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 anticipated turnbacks of capacity, such notification must be received by Tennessee by 4:00 PM CDT on October 25, 2024. This solicitation of turnback capacity is not binding on Tennessee. Turnback requests are subject to rejection or proration based upon the results of the 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 the reservation rate under the Project shipper(s)'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, F&LR or EPCR charges, or any other authorized usage surcharges associated with the turnback capacity, and such shipper shall not 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 take into consideration the results of this turnback capacity solicitation.

  

IX.  Contact Information

  

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

 

Alison Stringer

713-420-5176

Alison_Stringer@kindermorgan.com

 

For media inquiries, please contact:

Katherine Hill

(713) 369-9176

Katherine_Hill@kindermorgan.com 

 

 

 

 

 

 

Tennessee Gas Pipeline Company, L.L.C.

Mississippi Crossing Project

Service Request Form

 

 

Shipper Information:

 

Company 

(Legal Name of Entity):  ______________________________________________

 

Primary Contact :           ______________________________________________

 

Title:                             ______________________________________________

 

Address:                       ______________________________________________

 

Telephone:                    ______________________________________________

 

Email:                           ______________________________________________

 

TQ:                               _________ (in Dth/day)

 

Primary Term:               _________ (in number of years from Commencement Date) - 10 year minimum

 

Rate Election: 

 

□ Recourse Rate

□ Negotiated Rate

Primary Receipt Points: 

 

The table below lists the primary receipt points available for the Project:

 

Primary Receipt Point(s) [2]	TQ (Dth/day) [1]
TGP Greenville (100L) (virtual meter for nominations)
* ANR Greenville (100L, 420941)
* ANR Greenville South (100L, 421012)
* Texas Gas East Reed Road (100L, 412763)
TGP Isola (800L) (virtual meter for nominations)
CGT Inverness (800L)
TETCO Kosci
Texas Gas Kosci

 

*Existing TGP meters.

 

Primary Delivery Points:

 

The table below lists the primary delivery points available for the Project:   

 

Primary Delivery Point(s) [3]	TQ (Dth/day) [1]
TGP 500L Delivery
SNG Delivery
Transco T85 Delivery

 

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

 

[2] Primary Receipt Point TQ must be allocated up to 50% from Greenville area meters (limited to the meter capacity of each receipt pipeline); 30% from CGT Inverness (800L) and/or TGP Isola (800L); and 20% from TETCO Kosci and/or Texas Gas Kosci.  TGP may modify the receipt point allocation available to its shippers based on final Project subscription. 

 

[3] Shipper may request primary delivery points located “downstream” of the TGP 500L Delivery on TGP's existing system by indicating such request in the table above. TGP will evaluate such alternate delivery point requests subject to availability and on a not unduly discriminatory manner. 

 

 

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 or Representative

 

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: tgpbidroom@kindermorgan.com AND alison_stringer@kindermorgan.com

 

 

   

FORM OF CONFIDENTIALITY AGREEMENT

 

Confidentiality Agreement

 

This Confidentiality Agreement, dated as of ___________, 20__ (this “Agreement”), is by and between [NAME OF ENTITY], a [STATE OF FORMATION] [TYPE OF ENTITY] (“Counterparty”), and Tennessee Gas Pipeline Company, L.L.C., a Delaware limited liability company (“TGP”).  TGP and Counterparty may sometimes be referred to herein together 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, TGP has held or is holding an open season (the “Open Season”) for its proposed Mississippi Crossing Project (the “Project”);

 

WHEREAS, Counterparty has indicated an interest in acquiring Project capacity through the Open Season process;

 

WHEREAS, to facilitate discussions, negotiations, and the potential execution of definitive agreements relating to Counterparty's participation in the Project, Counterparty and TGP may each provide or disclose to the other Party certain Confidential Information (as hereinafter defined);

 

                        WHEREAS, the Parties wish to enter into this Agreement to set forth the terms and conditions under which each Party may disclose such Confidential Information to the other Party in connection with the Project; and

 

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.”

 

NOW THEREFORE, in consideration of the covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are 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 its or their respective Representatives (as hereinafter defined), 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 or any of its Representatives in connection with the Project, regardless of the manner or medium in which such Confidential Information is furnished, including all such 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, any such information that is a trade secret within the meaning of applicable trade secret law, and any 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.  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; and (iii) the fact that Confidential Information has been made available by TGP to Counterparty.

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 or its Representatives 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 in violation of this Agreement;

(iii)        is or becomes available to the Receiving Party or its Representatives on a non-confidential basis from a source other than the Disclosing Party or its affiliates or any of its or 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 with respect to such information;

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

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

2.         PERMITTED PURPOSE, USE AND DISCLOSURE OBLIGATIONS

2.1        The Receiving Party may use, and may cause its Representatives to use, the Confidential Information solely to evaluate the feasibility of, and to facilitate discussions, negotiations, and the potential execution of definitive agreements relating to, the Project (the “Permitted Purpose”), and for no other purpose.  Furthermore, the Receiving Party shall not, and shall direct its Representatives not to, directly or indirectly, at any time, disclose any Confidential Information to any person (other than the Disclosing Party or its Representatives) in any manner, 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 connection with the Permitted Purpose; provided, that, prior to the disclosure of the Confidential Information to any of its Representatives, the Receiving Party shall inform such Representatives as to the confidential and proprietary nature of the Confidential Information and shall direct 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.

2.2       For purposes of this Agreement, “Representatives” of any person shall mean its affiliates and the employees, directors, partners, officers, members, managers, 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 any governmental representative or authority or any corporation, company, limited liability company, enterprise, association, partnership, group or other entity or individual.

2.3       The Receiving Party agrees that it will employ procedures that are substantially similar to those it uses to protect its own information of a similar character to protect the confidentiality of any Confidential Information it receives from the Disclosing Party or its Representatives.

2.4        In the event that the 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 Confidential Information, the Receiving Party will, to the extent permitted and reasonably feasible under the circumstances, provide the Disclosing Party with prompt written notice so that the 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.  The Receiving Party shall reasonably cooperate with the Disclosing Party in seeking the protective order or other appropriate remedy so that the 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, the 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.

2.5        Within 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 direct 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 provide written confirmation of such return and/or destruction to the Disclosing Party within such 15 day period; provided, however, that the Receiving Party and its Representatives 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 the Receiving Party's or its Representatives' electronic records archival system until such items are destroyed in accordance with the Receiving Party's or its Representatives' normal destruction policies; provided, further, that, notwithstanding any termination or expiration of this Agreement, all provisions of this Agreement shall continue to apply with full force and effect to any materials containing Confidential Information that are retained by Receiving Party or its Representatives following a written request for the return or destruction thereof.  Compliance with this Section shall not relieve the 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 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        The Receiving Party hereby acknowledges and agrees that any Confidential Information disclosed to the Receiving Party or its Representatives 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 may be inadequate.  The Receiving Party agrees, therefore, on behalf of itself and its Representatives, that the Disclosing Party may 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 or its Representatives to the Receiving Party or its Representatives hereunder, and all intellectual property rights therein.  The 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, other than any such license or other right to use disclosed Confidential Information for the Permitted Purpose.  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      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 TGP.  This Agreement shall be binding upon the Parties hereto and upon their respective successors and assigns.

3.12      All notices, consents, approvals, requests, claims, demands, and other communications required or permitted under this Agreement (each, a “Notice”) shall be in writing and may be delivered by personal delivery, by certified or registered United States mail (postage prepaid, return receipt requested), by a nationally recognized overnight delivery service for next day delivery, or by electronic mail to the address shown below in respect of a Party (or at another address designated by a Party by Notice to the other Party). Any Notice delivered or transmitted to a Party as provided above will be deemed to have been given and received on the day it is delivered or transmitted, if it is delivered before 5:00 p.m., local time, on a business day, or on the next business day if it is delivered or transmitted after such time or on a day that is not a business day.

Notice Address(es) for TGP:

Alison Stringer

Director, Business Development

Tennessee Gas Pipeline Company, L.L.C.

1001 Louisiana Street, Houston, Texas 77002

alison_stringer@kindermorgan.com

Notice Address(es) for 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.  For the avoidance of doubt, any Confidential Information retained by the Receiving Party or its Representatives following a request for the return or destruction thereof 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 (which may be delivered via emailed .pdf or other electronic means), each of which shall be deemed to be an original, but all of which shall constitute the same agreement.

 

[Signature page follows.]

IN WITNESS WHEREOF, authorized representatives of the Parties have executed this Agreement as of the date first written above.

Tennessee Gas Pipeline Company, L.L.C.

 

By:      ____________________________________

Name: 

Title:   

  

[FULL LEGAL NAME OF COUNTERPARTY]

 

By:      ____________________________________

Name: 

Title: