Centerpoint Energy - Mississippi River

Third Revised Volume No. 1

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Effective Date: 12/01/2002, Docket: RP03- 51-000, Status: Effective

First Revised Sheet No. 331 First Revised Sheet No. 331 : Effective

Superseding: Original Sheet No. 331

CenterPoint Energy - Mississippi River Transmission Corporation

ELECTRONIC DATA INTERCHANGE TRADING PARTNER AGREEMENT

This ELECTRONIC DATA INTERCHANGE TRADING PARTNER AGREEMENT (this "Agreement") is made as of

[____________], [__], by and between CenterPoint Energy - Mississippi River Transmission Corporation, a Delaware

corporation and [_________________________], a [_______________________] (each sometimes a "Party" and

collectively, the "Parties") to facilitate administrative matters exchanged between the parties ("Transactions")

in furtherance of the Parties' transportation agreements by providing the option for electronically transmitting

and receiving data in agreed formats according to the standards published by the North American Energy Standards

Board as adopted by the Federal Energy Regulatory Commission.

 

Section 1. Prerequisites.

 

1.1. Documents and Standards. Each Party may electronically transmit to or receive from the other Party any of

the transaction sets which the parties agree in writing to utilize to effectuate the communications delineated

in such transaction sets (each agreed upon transaction set, a "Document," and collectively, the "Documents").

The Parties may agree to utilize transaction sets pursuant hereto from time to time by executing detailed

"Electronic Data Interchange" specification exhibits (each, an "EDI Exhibit") referencing this Agreement,

setting forth the applicable electronic delivery mechanism, including back-up and alternate electronic delivery

mechanisms, if any, and identifying the transaction sets and all applicable "Receipt Computers," "Digital

Codes," "Functional Acknowledgments," "Response Documents," "Providers," and "Functional Acknowledgment

Deadlines" (all as below defined). Any electronic transmission of data which is not a Document shall not be

subject to the terms and conditions of this Agreement. Each Document shall be transmitted by one Party

("Sender") to the other Party ("Receiver") in accordance with the standards and published industry guidelines

(collectively, the "Standards") identified in the Appendix hereto (the "Appendix"). In the event of a conflict

between the body of this Agreement and the Appendix, the Appendix will govern. In the event of a conflict

between the body of this Agreement or the Appendix, and an EDI Exhibit, the EDI Exhibit will govern.

 

1.2. Electronic Communication Providers. Documents will be transmitted electronically to each Party as

specified in the applicable EDI Exhibit either directly, or through any third Party electronic communication

provider ("Provider") with which either Party may contract, such as a value added network provider or an

Internet service provider. Either Party may modify its election to use, not use or change a Provider upon 30

days prior written notice to the other Party. Each Party shall be responsible for the costs of any Provider

with which it contracts. Sender shall pay all costs of its Provider associated with the transmission of a

Document to the "Receipt Computer" designated in the EDI Exhibit for Receiver and Receiver shall pay all costs

of its Provider associated with the retrieval and receipt of a Document. Where the Parties employ the services

of a Provider, the Receipt Computer shall be identified either as Receiver's electronic mailbox or uniform

resource locator, as applicable. Each Party shall be liable for the acts or omissions of its Provider while

transmitting, retrieving, receiving, storing or handling Documents, or performing related activities, for such

Party; provided, if both Parties use the same Provider to effect the transmission, retrieval and receipt of a

Document, Sender shall be liable for the acts or omissions of such Provider related to activities associated

with the transmission of the Document and Receiver shall be liable for the acts or omissions of such Provider

related to activities associated with the retrieval and receipt of the Document. This provision does not limit

any claim of a Party against any Provider in respect of any act or omission.

 

1.3. System Operations and Security Procedures. The equipment, software, services and testing necessary to

transmit, retrieve and receive Documents shall be at each Party's sole expense. Each Party shall properly use

those security procedures set forth in the Appendix.

 

1.4. Digital Codes. Each Party may adopt as its signature a digital signature identification ("Digital Code")

consisting of symbols or codes which are to be affixed to or contained in the Document transmitted by such Party

where required by the Standards or as may be otherwise agreed by the Parties. In cases where a Digital Code is

required for a Document, the requirement shall be specified in the applicable EDI Exhibit. Each Party agrees

that the Digital Code of such Party affixed to or contained in any Document shall be sufficient to verify such

Party originated such Document. Neither Party shall disclose to any unauthorized person the Digital Code of the

other Party.

 

1.5. Keys. When the Parties are utilizing the Internet electronic delivery mechanism, each Party shall

maintain a "public key," an encryption algorithm utilized to facilitate private electronic communication which

may be changed from time to time, all in accordance with this Section 1.5 and applicable procedures set forth in

the Appendix. Each Party shall provide to the other Party its public key by either (a) a certified or receipted

mail service using a diskette with the public key contained in an ASCII text file, (b) an electronic simple mail

transfer protocol mail message with the public key contained in the body, or (c) as otherwise agreed. The

public key shall be verified by the Party to whom it is sent by validating the fingerprint of the public key,

which validation may be made by telephonic verification between designated representatives of each Party. As

mutually agreed in the Appendix, each Party shall provide to the other Party a written schedule of the frequency

it intends to change its public key. If a Party desires to change its public key at a time other than that

scheduled, or does not desire to change its