Tennessee Gas Pipeline Company
FIFTH REVISED VOLUME NO. 1
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Effective Date: 08/01/1999, Docket: GT99- 58-000, Status: Effective
First Revised Sheet No. 664 First Revised Sheet No. 664 : Effective
Superseding: Original Sheet No. 664
ELECTRONIC DATA INTERCHANGE
TRADING PARTNER AGREEMENT (Continued)
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 aresult 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
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.
4.9 Assignment. This Agreement may not be assigned or transferred by either party
without the prior written approval of the other party, which approval shall not be
unreasonably withheld; provided, any assignment or transfer, whether by merger or
otherwise, to a party's affiliate or successor in interest shall be permitted without
prior consent if such party assumes this Agreement.
4.10 Waivers. No forbearance by any party to require performance of any provisions of
this Agreement shall constitute or be deemed a waiver of such provision or the right
thereafter to enforce it.