Centerpoint Energy Gas Transmission Company

Sixth Revised Volume No. 1

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Effective Date: 02/28/2003, Docket: RP03-239-000, Status: Effective

Original Sheet No. 802 Original Sheet No. 802 : Effective


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



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.


4.11 Counterparts. This Agreement may be executed in any number of original counterparts all of which

shall constitute one and the same instrument.