Centerpoint Energy Gas Transmission Company

Sixth Revised Volume No. 1

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Effective Date: 02/28/2003, Docket: RP03-239-000, Status: Effective

Original Sheet No. 799 Original Sheet No. 799 : Effective

 

ELECTRONIC DATA INTERCHANGE

TRADING PARTNER AGREEMENT

 

THIS ELECTRONIC DATA INTERCHANGE TRADING PARTNER AGREEMENT (the "Agreement") is made as of

_______________, ____, by and between ___________________, a ____________________ [specify corporation or other

entity type], with offices at ____________________ and ______________________, a ____________________, [specify

corporation or other entity type] with offices at ___________________ (collectively, the "parties").

RECITALS

WHEREAS, the parties desire to facilitate transactions, reports and other information exchanged by

electronically transmitting and receiving data in agreed formats; and

WHEREAS, the parties desire to assure that such transactions are not legally invalid or unenforceable

as a result of the use of available electronic technologies for the mutual benefit of the parties; and

WHEREAS, the parties desire to enter into this Agreement to govern their relationship with respect to

computer to computer exchange of information, also known as Electronic Data Interchange ("EDI") transactions.

NOW THEREFORE, in consideration of the premises and covenants herein contained, and for other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to

be legally bound, hereby agree as follows:

 

Section 1. Prerequisites

 

1.1 Data Communications. Each party may electronically transmit to or receive from the other party any of

the transaction sets listed in the Exhibit(s), as such Exhibit(s) may be revised by written agreement

(collectively "Documents"). Any transmission of data which is not a Document, a Functional Acknowledgment, an

electronic delivery mechanism error notification, or a time-stamp receipt response or record (collectively "Data

Communications") shall have no force or effect between the parties. All Data Communications shall be

transmitted in accordance with the standards and the published industry guidelines set forth in the Exhibit(s).

The Exhibit(s) to this Agreement is(are) attached hereto. Any modification of the provisions contained in the

body of this Agreement will be effective as set forth in the Exhibit(s).

 

1.2. Third Party Service Providers

 

1.2.1 Data Communications will be transmitted electronically to each party as specified in the

Exhibit(s), either directly or through any third party service provider ("Provider") with whom either party may

contract. Either party may modify its election to use, not use or change a Provider upon 30 days prior written

notice to the other party.

 

1.2.2 Each party shall be responsible for the costs of any Provider with whom it contracts, unless

otherwise set forth in the Exhibit(s). Each party shall be responsible for services needed to carry out its

responsibilities under this agreement.

 

1.2.3 Notwithstanding the acts or omissions of its Provider, for purposes of this Agreement, each

party is responsible for transmitting, receiving, storing or handling Data Communications to the extent

required to effectuate transactions pursuant to Section 2.

 

1.3 System Operations. Each party, at its own expense, shall provide and maintain the equipment, software,

services and testing necessary to transmit Data Communications to, and receive Data Communications from the

parties' respective Receipt Computers.

 

1.4 Security Procedures

 

1.4.1 Each party shall use those security procedures specified in the Wholesale Gas Quadrant of the

North American Energy Standards Board ("NAESB") standards and the Exhibit(s). The manner in which public

encryption keys are to be changed and/or exchanged will be specified in the Exhibit(s).

 

Security Key Exchanges. The parties shall maintain a public key used to facilitate secure electronic

communication. The parties shall change their public key as set forth in the Exhibit(s). However, in emergency

situations in which it is necessary to change a key immediately, each party shall provide the other party with

immediate notice of the change. Each party shall provide to the other its public key by either: (a) a

certified or receipt mail service using a diskette with the public key contained in an ASCII text file; or, (b)

an electronic simple mail transfer protocol ("SMTP") mail message with the public key contained in the body.

The public key shall be verified by the party to whom it is sent by validating the fingerprint of the public key

by phone or by other comparable means.

 

1.5 Signatures. Each party shall adopt as its signature private keys which shall be applied to each

document transmitted by such party ("Digital Signature "). Such Digital Signature, when decrypted by the

receiving party, will be used to authenticate the identity of the sender.