Capacity Release Form

CAPACITY RELEASE FORM

Parties

Recitals

WHEREAS, Releasor holds certain contractual rights, entitlements and allocations of capacity described below and wishes to transfer, assign or release such capacity rights to Releasee under the terms set forth herein; and

WHEREAS, Releasee desires to accept the release of such capacity rights and agrees to assume the obligations and restrictions associated with the released capacity for the release period;

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

Release Details

Effective Date:    Capacity Identifier:

Release Scope: The Releasor hereby releases to Releasee the right to use, control and/or nominate the capacity described below for the Release Period, subject to the terms and limitations of this form and any governing master agreements or tariffs.

Payment Terms

Consideration: In consideration for the release of capacity, Releasee shall pay Releasor the amount set forth below. Payment is a material term of this Capacity Release.

Term and Termination

Release Period Start Date:    Release Period End Date:

Either party may terminate this release for material breach if the breaching party fails to cure within days after written notice. Termination does not relieve the breaching party of liabilities accruing prior to termination.

Confidentiality

The parties acknowledge that certain information exchanged under this Capacity Release may be confidential. Each party shall hold Confidential Information in strict confidence and shall not disclose it except as required by law or to perform obligations under this Release. Confidential Information does not include information that is publicly available without breach or independently developed.

Representations, Warranties and Indemnity

Releasor represents and warrants that it has the right to release the capacity described herein and that, to its knowledge, there are no outstanding liens, encumbrances or obligations that would prevent the effective transfer or use by Releasee for the Release Period. Releasee represents and warrants that it will use the released capacity in compliance with all applicable contractual and regulatory requirements.

Each party shall indemnify, defend and hold harmless the other from and against any claims, losses, fines or expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Capacity Release, negligent acts or willful misconduct. The parties may negotiate a cap on indemnity below.

Notices

All notices and communications required under this Capacity Release must be in writing and delivered to the addresses below by hand, certified mail, or overnight courier, or by electronic delivery where receipt is acknowledged.

Governing Law and Entire Agreement

This Capacity Release shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles.

This document, together with any attached schedules or exhibits executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, understandings or agreements, whether written or oral, regarding the released capacity.

Execution

The parties, intending to be legally bound, have executed this Capacity Release as of the dates set forth below.

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