Portland Natural Gas Transmission System

Second Revised Volume No. 1

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Effective Date: 09/01/2006, Docket: RP06-449-000, Status: Effective

Original Sheet No. 377 Original Sheet No. 377 : Effective

GENERAL TERMS AND CONDITIONS (Continued)

19. INDEMNITY

19.1 Indemnification. Transporter and Shipper shall each indemnify and

save harmless the other from all liability, damages, costs, losses and charges

of every character resulting from or arising out of any claim made against

such other for injury or death to persons, or damage to property, in any way

connected with the property and equipment of the indemnitor or the presence of

Gas deemed under Section 18.4 herein to be the responsibility of the

indemnitor, unless such injury, death or damage is caused by the negligence of

the indemnitee or anyone for whose actions the indemnitee is responsible in

law.

19.2 Notice. Notwithstanding the provisions of Section 19.1 herein,

neither Transporter nor Shipper shall be liable to indemnify the other unless

the person requesting indemnification shall have promptly notified the other

in writing of any claim, suit or action for or in respect of which

indemnification is to be claimed. The person receiving such notification

shall be entitled to participate in any such suit or action, and, to the

extent that it may wish, assume the defense thereof with counsel who shall be

to the reasonable satisfaction of the person requesting indemnification, and

after notice from the indemnitor to the indemnitee of its election so to

assume the defense thereof, the indemnitor will not be liable to the

indemnitee for any legal or other expenses incurred by the indemnitee in

connection with the defense thereof.

19.3 Limitation of Liability. An indemnitor shall not be liable to

indemnify an indemnitee on account of any settlement of any claim, suit or

action effected without the consent of such indemnitor.

19.4 Survival of Claims. Claims made under this Section 19 with

respect to injury or death to persons or damage to property occurring during

the term of a Shipper's Gas Transportation Contract shall survive the

termination thereof.