Business Use UT Pipe Document

BUSINESS USE UT PIPE AGREEMENT

Recitals

WHEREAS, Owner owns, controls and operates certain utility piping infrastructure, including underground and aboveground pipes, valves, fittings and associated appurtenances (collectively, the "UT Pipe System") located at and as further described in the Scope of Work; and

WHEREAS, Licensee desires to obtain limited business use rights to portions of the UT Pipe System for the purpose of conveying non-hazardous process fluids in support of Licensee's operations, subject to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Owner grants Licensee a non-exclusive, non-transferable license to use the identified segments of the UT Pipe System solely for the business purposes described below, subject to the operational, maintenance and compliance obligations set forth in this Agreement.

Payment Terms

In consideration for the rights granted herein, Licensee shall pay Owner the fees described below. All payments shall be made in lawful U.S. currency and are exclusive of applicable taxes unless otherwise stated.

Invoices are due within days of invoice date. Overdue amounts shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, calculated monthly. Licensee shall also reimburse Owner for reasonable collection costs, including attorneys' fees, for overdue amounts.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within days after written notice specifying the breach. Termination shall not relieve Licensee of obligations to pay fees accrued prior to termination or obligations that expressly survive termination.

Confidentiality

"Confidential Information" means non-public, proprietary information disclosed by a party in connection with this Agreement, including technical specifications, operational data, pricing and business terms. Each recipient shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (b) not disclose Confidential Information except to its employees or contractors who need to know and are bound by confidentiality obligations no less protective than those herein, and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available without breach, is rightfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information.

The obligations in this Section shall survive termination or expiration of this Agreement for a period of years.

Indemnification and Insurance

Licensee shall indemnify, defend and hold harmless Owner and its affiliates from and against all claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the UT Pipe System, except to the extent caused by Owner's gross negligence or willful misconduct. Licensee shall maintain insurance in commercially reasonable limits, including commercial general liability and property damage coverage, and shall provide certificates of insurance to Owner upon request.

Compliance and Access

Licensee shall comply with all applicable laws, codes and regulations in connection with its use of the UT Pipe System, and shall not make alterations to the UT Pipe System except as expressly authorized in writing by Owner. Owner and its authorized representatives shall have reasonable access to the UT Pipe System for inspection, maintenance and emergency response with prior notice except in emergencies.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation; if unresolved within 30 days, either party may pursue any available legal or equitable remedies.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the parties at their respective addresses set forth above or to such other address as a party may specify in writing. Notices are effective upon receipt.

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