Midwestern Gas Transmission Company

Third Revised Volume No. 1

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Effective Date: 07/09/2004, Docket: RP04-325-000, Status: Effective

First Revised Sheet No. 503 First Revised Sheet No. 503 : Effective

Superseding: Original Sheet No. 503

 

MIDWESTERN GAS TRANSMISSION COMPANY

ELECTRONIC DATA INTERCHANGE

TRADING PARTNER AGREEMENT

 

 

Section 4. Miscellaneous

 

4.1 Term. This Agreement shall be effective as of the date first set forth above and

shall remain in effect until terminated by either party with not less than 30 days prior

written notice specifying the effective date of termination; provided, however, that

written notice for purposes of this paragraph shall not include notice provided pursuant to

an EDI transaction; further provided, however, that any termination shall not affect the

respective obligations or rights of the parties arising under any Documents or otherwise

under this Agreement prior to the effective date of termination.

 

4.2 Severability. Any provision of this Agreement which is determined by any court or

regulatory body having jurisdiction over this Agreement to be invalid or unenforceable will

be ineffective to the extent of such determination without invalidating the remaining

provisions of this Agreement or affecting the validity or enforceability of such remaining

provisions.

 

4.3 Entire Agreement. This Agreement and the Exhibit(s) constitute the complete

agreement of the parties relating to the matters specified in this Agreement and supersede

all prior representations or agreements, whether oral or written, with respect to such

matters. No oral modification or waiver of any of the provisions of this agreement shall

be binding on either party. No obligation to enter into any transaction is to be implied

from the execution or delivery of this Agreement.

 

4.4 No Third Party Beneficiaries. This Agreement is solely for the benefit of, and shall

be binding solely upon, the parties, their agents and their respective successors and

permitted assigns. This Agreement is not intended to benefit and shall not be for the

benefit of any party other than the parties hereto and no other party shall have any right,

claim or action as a result of this Agreement.

 

4.5 Governing Law. This Agreement shall be governed by and interpreted in accordance

with the laws of ______________ [specify state, commonwealth, province, etc.] of

_____________________, excluding any conflict-of-law rules and principles of that

jurisdiction which would result in reference to the laws or law rules of another

jurisdiction.

 

4.6 Force Majeure. No party shall be liable for any failure to perform its obligations

in connection with any transaction or any Document, where such failure results from any act

of God or other cause beyond such party's reasonable control (including, without

limitation, any mechanical, electronic or communications failure) which prevents such party

from transmitting or receiving any documents and which, by the exercise of due diligence,

such party is unable to prevent or overcome.

 

4.7 Exclusion of Certain Damages. Neither party shall be liable to the other for any

special, incidental, exemplary or consequential damages arising from or as a result of any

delay, omission or error in the electronic transmission or receipt of any Data

Communications pursuant to this Agreement, even if either party has been advised of the

possibility of such damages and REGARDLESS OF FAULT. Any limitation on direct damages to

software and hardware arising from Data Communications under this Agreement shall be set

forth in the Exhibit(s).

 

4.8 Notices. All notices required or permitted to be given with respect to this

Agreement shall be given by mailing the same postage prepaid, or given by fax or by

courier, or by other methods specified in the Exhibit(s) to the addressee party at such

party's address as set forth in the Exhibit(s). Either party may change its address for

the purpose of notice hereunder by giving the other party no less than five days prior

written notice of such new address in accordance with the preceding provisions.