Midstream Business Proposal Template

MIDSTREAM BUSINESS PROPOSAL TEMPLATE

Parties

Proposer Name:

Client Name:

Recitals

WHEREAS, Proposer is a business experienced in providing midstream services, including but not limited to pipeline operations, storage coordination, scheduling, and related logistics; and

WHEREAS, Client requires midstream services to support its production/transport operations and desires to engage Proposer to perform those services under the terms and conditions set forth in this Proposal and Agreement; and

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

Scope of Work

Payment Terms

Total Compensation: $ payable in accordance with the schedule below.

Invoices shall be submitted by Proposer and are due within days of receipt. Late payments shall incur interest at the lesser of per month or the maximum rate permitted by law, plus recovery of collection costs and attorneys' fees.

Term and Termination

Effective Date: . Termination Date: .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall hold all non-public information disclosed by the other party (the "Disclosing Party") in strict confidence, shall not disclose such information to any third party except as required to perform under this Agreement, and shall use at least the same degree of care as it uses to protect its own confidential information but in no event less than reasonable care. Confidential information does not include information that is or becomes publicly available through no fault of the Receiving Party, that is demonstrably known to the Receiving Party prior to disclosure, or that is independently developed without use of the Disclosing Party's confidential information. Obligations of confidentiality shall survive termination for a period of years.

Indemnification and Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against all claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in the performance of its obligations under this Agreement. Except for willful misconduct or liabilities arising from indemnity obligations, neither party shall be liable for consequential, incidental, special or punitive damages. The parties' aggregate liability for direct damages shall not exceed the total amounts paid or payable under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including all exhibits and statements of work referenced herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

Relationship of the Parties: The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship. Each party is responsible for its own taxes and benefits.

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