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Gas Transportation Agreement

1. Definitions and Interpretation

1.1. Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

"Shipper" means the party identified as such in the preamble to this Agreement, which intends to transport Natural Gas under the terms of this Agreement;

"Transporter" means the party identified as such in the preamble to this Agreement, which provides transportation services for the Natural Gas;

"Natural Gas" means the fuel consisting primarily of methane and which meets the quality specifications set forth in Exhibit A;

"Delivery Points" means the points at which the Natural Gas is delivered from the Transporter to the Shipper, as specified in Exhibit B;

"Tariffs" means the rates, charges, and other fees applicable to the transportation of Natural Gas, as set forth in Exhibit C.

2. Scope and Term of Agreement

2.1. Scope

This Agreement shall govern the transportation of Natural Gas by the Transporter on behalf of the Shipper, in accordance with the terms and conditions set forth herein.

2.2. Term

This Agreement shall commence on the Effective Date and continue in full force and effect for a term of # years from the Effective Date, unless earlier terminated in accordance with the provisions of this Agreement (the "Term").

3. Transportation Services, Volumes and Delivery Points

3.1. Services

The Transporter shall, throughout the Term, transport the Shipper's Natural Gas through its pipeline system and deliver the Natural Gas to the Delivery Points.

3.2. Volumes

The Shipper shall deliver to the Transporter, and the Transporter shall accept, a volume of # dekatherms of Natural Gas per day during the Term, as specified in Exhibit D (the "Daily Contract Quantity").

3.3. Delivery Points

The Transporter shall deliver the Daily Contract Quantity of Natural Gas to the Delivery Points, as specified in Exhibit B.

4. Tariffs and Payment

4.1. Tariffs

The Tariffs for the transportation services provided by the Transporter to the Shipper under this Agreement are set forth in Exhibit C. The Shipper shall pay the Transporter the applicable Tariffs for each month during the Term.

4.2. Payment

Transporter shall issue an invoice to Shipper for each month's services under this Agreement within ten (10) days after the end of the month. Shipper shall pay each invoice in full, without set-off or deduction, within thirty (30) days of the invoice date.

5. Warranties and Representations

5.1. Shipper's Warranties and Representations

Shipper represents and warrants to Transporter that it has good and marketable title to the Natural Gas, free and clear of all liens, claims, and encumbrances, and that the Natural Gas meets the quality specifications set forth in Exhibit A.

5.2. Transporter's Warranties and Representations

Transporter represents and warrants to Shipper that it has all necessary licenses, permits, and authorizations to provide the transportation services contemplated by this Agreement and that it shall comply with all applicable laws, rules, and regulations in the performance of its obligations under this Agreement.

6. Indemnification

6.1. Indemnification Obligations

Each Party shall indemnify, defend and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, losses, damages, expenses, and liabilities (including legal fees and costs) arising from or in connection with any breach by the indemnifying Party of any representation, warranty, or obligation under this Agreement, or any negligent or willful misconduct of the indemnifying Party, its affiliates, or their respective officers, directors, employees, or agents in the performance of this Agreement.

7. Termination

7.1. Termination for Cause

Either Party may terminate this Agreement upon written notice to the other Party if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof.

7.2. Termination for Convenience

Either Party may terminate this Agreement for any reason upon ninety (90) days' prior written notice to the other Party.

8. Governing Law and Dispute Resolution

8.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [insert state], without giving effect to its conflict of law principles.

8.2. Dispute Resolution

Any dispute arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association. The arbitration shall be held in [insert city and state], and the judgment upon the award rendered by the arbitrator(s) shall be final, binding, and enforceable in any court of competent jurisdiction.

9. Force Majeure

Neither Party shall be liable to the other for any delay or failure to perform any of its obligations under this Agreement to the extent such delay or failure results from a Force Majeure Event, provided that the affected Party gives prompt written notice of such event to the other Party and uses reasonable efforts to mitigate the effects of the event.

10. Notices

All notices and other communications required or permitted under this Agreement shall be in writing and delivered by hand, email, or registered mail to the address or email address of the Party set forth in the preamble of this Agreement, or such other address or email address as a Party may designate from time to time by notice to the other Party.

11. Miscellaneous

11.1. Entire Agreement

This Agreement, including the Exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements of the Parties, whether oral or written.

11.2. Amendment

No amendment, modification, or change to this Agreement shall be effective unless it is set forth in writing and signed by both Parties.

11.3. Assignment

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

11.4. Waiver

No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any other breach of the same or any other provision hereof, and no waiver shall be effective unless it is set forth in writing and signed by the waiving Party.

11.5. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.6. Headings

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

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