Midwestern Gas Transmission Company
SECOND REVISED VOLUME NO. 1
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Effective Date: 06/01/1997, Docket: RP97- 59-003, Status: Effective
Original Sheet No. 232 Original Sheet No. 232 : Superseded
ELECTRONIC DATA INTERCHANGE
TRADING PARTNER AGREEMENT (Continued)
c. if requested by the receiving party, the Affected Party shall deliver a copy
of the Documents to the receiving party, saved on a computer storage diskette, and
identified in a manner which will allow the receiving party to attribute the copy to the
associated Transaction; and
d. when the communication failure has been corrected, the Affected Party may send
notice to the other parties (the "Noticed Parties") in the manner prescribed in this
Agreement, informing the Noticed Parties of the Affected Party's intention to resume EDM
Transactions. Within twenty-four (24) hours of the Noticed Parties' receipt of this
notice, the parties agree to resume normal EDM Transactions.
If the above procedure is followed, a binding contractual relationship will have formed
immediately upon the receipt by the Affected Party of an acknowledgment accepting the
Affected Party's offered terms, according to ordinary contract principles.
Section 5. Transaction Terms.
5.1. Terms and Conditions. This Agreement is to be considered part of any other
written agreement referencing it or referenced in the Appendix. In the absence of any
other written agreement applicable to any Transaction made pursuant to this Agreement,
such Transaction (and any related communication) also shall be subject to one of the
following (CHECK ONE):
[ ] those terms and conditions, including any terms for payment, included
in the Appendix.
[ ] the terms and conditions included on each party's standard printed
applicable forms attached to or identified in the Appendix [as the same may be amended
from time to time by either party upon written notice to the other]. The parties
acknowledge that the terms and conditions set forth on such forms may be inconsistent,
or in conflict, but agree that any conflict or dispute that arises between the parties
in connection with any such Transaction will be resolved as if such Transaction had been
effected through the use of such forms.
[ ] such additional terms and conditions as may be determined in
accordance with applicable law.
The terms of this Agreement shall prevail in the event of any conflict with any other
terms and conditions applicable to any Transaction. Notwithstanding the foregoing and
Section 6.1 of this Agreement, if any party determines that this Agreement is in
conflict with either that party's existing tariff or an obligation imposed by a
governmental entity exercising jurisdiction over that party, then the affected party
shall give immediate notice defining which terms of this Agreement are affected, and the
reasons therefor, and may provide notice of termination of this Agreement as provided in
Section 6.3, effective immediately upon receipt of such notice by the other party to
5.2. Confidentiality. No information contained in any Document or otherwise
exchanged between the parties shall be considered confidential except to the extent
provided in sections 2.4 and 2.5, by written agreement between the parties, or by
5.3. Validity; Enforceability.
5.3.1. This Agreement has been executed by the parties to evidence their
mutual intent to create binding obligations pursuant to the electronic transmission and
receipt of Documents specifying certain of the applicable terms.
5.3.2. Any Documents properly transmitted pursuant to this Agreement shall
be considered in connection with (i) any Transaction, (ii) any other written agreement
described in Section 5.1, or (iii) this Agreement, to be a "writing" or "in writing";
and any such Document when containing, or to which there is affixed, a Signature Code
("Signed Documents") shall be deemed for all purposes to have been "signed" and to