Gas Financial Services Document Template

GAS FINANCIAL SERVICES AGREEMENT

This Gas Financial Services Agreement ("Agreement") is entered into as of by and between Service Provider Name: and Client Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Service Provider is engaged in providing financing, settlement, risk management and related administrative services for transactions involving natural gas and related gas products;

WHEREAS, Client seeks to obtain financial services in connection with the purchase, sale, storage or transportation of natural gas and related services described herein; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will provide such services and Client will remit payments.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider will provide financial services to Client in accordance with the terms of this Agreement, including but not limited to financing of gas purchases, settlement and invoicing, margin and collateral management, credit support administration, and advisory regarding pricing and hedging strategies. Specific transactions, deliverables, and operational responsibilities shall be described in writing and appended hereto as Transaction Schedules.

PAYMENT TERMS

Client shall pay Service Provider fees and amounts due as described in this section. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Late payments shall accrue a late fee equal to per month (or the maximum rate permitted by applicable law if less), compounded monthly, and Client shall be responsible for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect 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 immediately for cause upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure the breach within 30 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each Party acknowledges that, in connection with this Agreement and any Transaction Schedules, it may receive Confidential Information of the other Party. "Confidential Information" means non-public business, financial, technical or operational information disclosed, whether in writing, orally, electronically or by inspection of tangible objects. Each Party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted herein; (b) use Confidential Information solely for the performance of its obligations under this Agreement; and (c) restrict access to Confidential Information to employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.

Confidentiality obligations shall not apply to information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was lawfully in the receiving Party's possession prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is required to be disclosed by applicable law or regulation, provided the receiving Party gives prompt written notice and cooperates to limit disclosure and seek protective measures.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising from the indemnifying Party's gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

COMPLIANCE WITH LAW

Each Party shall perform its obligations in compliance with all applicable laws, rules and regulations, including those applicable to energy commodity trading, anti-corruption, anti-money laundering and economic sanctions laws. Each Party shall promptly notify the other if any law, regulation or governmental action materially affects its ability to perform under this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party designates by notice). Notices shall be deemed given upon receipt if delivered personally or by certified mail, or upon confirmed transmission if sent by email and followed by a mailed copy.

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 agree to attempt to resolve disputes promptly and in good faith. If unresolved within 30 days, disputes shall be resolved by arbitration conducted in the county of the governing law state in accordance with the commercial arbitration rules selected by the Parties, and judgment on any award may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, including all Transaction Schedules and written amendments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations and negotiations, whether written or oral. No modification or waiver shall be effective unless in writing and signed by both Parties.

MISCELLANEOUS

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that Service Provider may assign receivables or rights to payment to an affiliate or financing counterparty without Client consent so long as such assignment does not materially increase Client's obligations. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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