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PRICE POSTING AGREEMENT

THIS PRICE POSTING AGREEMENT dated as of _______, 2000 (this “Agreement”) is by and between EnronOnline Enron Network LLC, a Delaware limited liability company ("Enron"), which has its principal place of business at 1400 Smith Street, Houston, Texas 77002, and _______________, a _____________ (the “Sponsor”), which has its principal place of business at __________________.  
WHEREAS, Sponsor owns and operates _________________ (the “Sponsor Platform”), an electronic trading facility for the trading of over-the-counter trading of commodities and derivative products; and 
WHEREAS, Sponsor has requested that Enron make available to persons seeking to transact on the Sponsor Platform (i) an opportunity to view Enron’s (or its affiliates’) prices for certain commodities and derivative products, and (ii) an opportunity to enter into transactions with Enron (or its affiliates) at such prices; and
WHEREAS, Enron has agreed to make prices for certain commodities and derivative products available to persons seeking to transact on the Sponsor Platform, and has agreed to permit such persons to attempt to transact with Enron (or its affiliates) at such prices, on, subject to, and in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1.	Definitions.  The following terms shall have the meanings ascribed thereto:
“Access Agreement” means all agreements (other than this Agreement) between Enron and Sponsor, or between Participants and Sponsor, regarding Enron’s access to and participation on the Sponsor Platform.
“Agreement” has the meaning set forth in the recitals.
“Annual Renewal Date” means the one-year anniversary of the Interface Completion Date occurring in 2001, 2002 and 2003.
“Annual Review Date” means each one-year anniversary of the Interface Completion Date.
“Competing Platform” means a multilateral, fee-for-transaction electronic trading platform for products that include Specified Products.
“Credit Interface” means an Interface for the purpose of permitting Enron to evaluate and make credit decisions with respect to potential transactions that enables Enron to update electronically the Credit Matrix.
“Credit Matrix” means the credit matrix maintained by Enron on the Sponsor Platform, which contains the information required by the Sponsor in order to enable Sponsor to determine whether Enron is willing to accept the credit of a Participant in connection with a transaction to be executed through the Sponsor Platform.  
“Enron” has the meaning set forth in the recitals.
 “Enron Interface” has the meaning set forth in Section 5.
“Enron Platform” means any electronic trading platform or other system owned or operated by Enron (or its affiliates) for the purpose of making available to the platform owned and operated by Enron, which is currently operated through the website located at www.enrononline.com and which is used by Enron for the purpose of (i) allowing third parties, including the Sponsor, bids and offers for the Specified Products. and Participants, to offer to enter into transactions with Enron, and (ii) maintaining the credit database used by Enron to determine whether it will accept the credit of Participants seeking to enter into transactions with Enron through the Sponsor Platform.
“Enron Platform Agreements” means contracts, agreements, or arrangements between Enron and a Participant governing transactions between Enron (or its affiliates) and such Participant, and if none, Enron’s (or its affiliates’) General Terms and Conditions applying to transactions conducted on the Enron Platform.
“Enron Platform Regulations” means rules, regulations, Price Interface” means the Interface that enables the Sponsor to receive bid and offer price updates from Enron for posting on the Sponsor Platform.
 “Enron Terms” means the terms, conditions and policies established by Enron from time to time with respect to transacting on transactions executed through the Enron Platform.
“Interface” means the software, systems, communications links and other information, property or materials necessary to link, permit access to, permit transfer of information between, and/or permit any other communications between the Sponsor Platform and the Enron Platform, including but not limited to the Credit Interface, the Enron Price Interface, the Sponsor Interface and the Transaction Loop.
“Interface Completion Date” shall mean the date that the parties agree that all of the Interfaces have been completed, tested, and ready for operations.  
“Participant” means a customer or user of, participant in, or any other person that attempts to transact on, the Sponsor Platform.
 “Proposed Transaction” has the meaning set forth in Section 10(a) 7(a).
“Specified Products” means the commodities and derivative products set forth on Schedule A hereto, as Schedule A may be amended from time to time pursuant to Section 4.
“Sponsor” has the meaning set forth in the recitals.
“Sponsor Price Interface” means the Interface that establishes Interface” has the meaning set forth in Section 5.
“Sponsor Price Data Feed” means  a real-time price data feed in XML format providing to Enron all prices on Sponsor’s Platform for North American natural gas and electricity products for the purpose of permitting Enron to ___________________. that enables Enron to receive Sponsor’s price data feed on a real time basis.
“Transaction Loop” means the Interface that provides Enron with the information from the Sponsor Platform that is necessary to enable Enron to determine whether it is able to enter into a transaction that a Participant seeks to enter into with Enron through the Sponsor Platform, based on Enron’s credit database and the availability of the price at which such Participant seeks to enter into such transaction.
2.	Agreement to Post Prices.  Enron agrees, on and subject to the terms and conditions of this Agreement, to post prices on the Sponsor Platform in order to permit Participants to propose to Enron transactions in the Specified Products.  The parties agree that, regardless of the format in which Enron’s prices are published or presented on the Sponsor Platform (including, but not limited to, as “bids” or “offers”), transactions with Enron shall be effected only in accordance with the terms and conditions of Section 10 7.
3.	Term of Agreement.  This Agreement shall become effective as of the date that it is executed by both parties, and shall be effective for an initial term of one (1) year, whereupon it shall be deemed to be renewed, without any action on the part of either party, for successive one (1) year terms, remain in effect unless and until it has been terminated pursuant to Section 14 12.  
4.	Specified Products.  Schedule A sets forth the Specified Products, consisting of those commodity commodities and derivative products for which Enron agrees to post prices pursuant to this Agreement.  Schedule A may be amended from time to time by mutual agreement of Enron and Sponsor to add, delete or modify Specified Products, and upon any amendment to Schedule A effected according to the terms of this Section 3 4, a new Schedule A shall be deemed to have been substituted for the then-existing Schedule A.  

In order to amend Schedule A, Sponsor may request that Enron add or delete products to Schedule A. Enron will make commercially reasonable efforts to respond to Sponsor’s request within five (5) business days, but Enron may, in its sole discretion, deny such request, and if Enron does not respond to such request within such (5) business days, then Sponsor’s request shall be deemed to have been denied. In addition, Enron has the right, but not the obligation, to add to Schedule A any products that Sponsor lists upon the Sponsor Platform.

To the extent that Enron posts prices on, and enters into transactions through, the Platform, it shall do so solely with respect to the Specified Products.

5. Establishment of Interfaces. 5.	Establishment and Maintenance of Interfaces.  (a)  In order to ensure that the conditions set forth in Section 10 7 of this Agreement may be satisfied in connection with Proposed Transactions to be entered into through the Sponsor Platform and the Enron Platform, (i) Sponsor will provide, at the  the Enron Price Interface, at Sponsor’s expense and in accordance with Enron’s specifications and technical requirements [as set forth in Schedule B], an Interface (the “Sponsor Interface”) which will be used by Enron to post on the Sponsor Platform bid and offer prices for potential transactions in Subject Products in accordance with Section 10; (ii) Enron will provide the Sponsor Price Interface, at Enron’s expense and in accordance with Sponsor’s Enron’s specifications and technical requirements [as set forth in Schedule C], an Interface (the “Enron Interface”) which will be used by Sponsor to transmit to the Enron Platform offers to enter into transactions in Subject Products in accordance with Section 10; (iii) the parties will also establish the Credit Interface to facilitate Enron’s credit decisions with respect to attempted transactions; and (iv) the Sponsor will establish the Sponsor Price Data Feed. [It would appear preferable to identify to the contract the specs; (iii) Sponsor will provide the Credit Interface, at Sponsor’s expense and in accordance with Enron’s specifications and technical requirements, but may not be feasible in this case]
6. Credit Interface. Sponsor will make available to Enron all technical information necessary for Enron provide to Sponsor a Credit Interface, which will use Enron’s credit matrix to evaluate credit of Participants for each Proposed Transaction and that will provide Participants with an “Accept/Reject” response to all Proposed Transactions on the Enron Platform. Enron will have the ability to update its credit matrix [as set forth in Schedule D]; and (iv) Enron will provide the Transaction Loop, at Enron’s expense and in accordance with Enron’s specifications and technical requirements, [as set forth in Schedule E].  Each party agrees to cooperate with the other party and to provide all information and assistance reasonably requested by such other party in connection with the development of the Interfaces to be provided by such other party.  
(b)  Enron shall have the right to amend, update and modify the Credit Matrix from time to time in such manner as it deems commercially appropriate.  [Need more information on this in order to set out parties’ obligations with respect Sponsor agrees to make such  modifications to the Credit Interface. What information needs to be provided? What are the technical and operating requirements?]
7. Sponsor Price Data Feed. Prior to the Platform Interface Date, Sponsor will establish with the Enron Platform the Sponsor Price Data Feed as may be reasonably necessary to accommodate such amendments, updates or modifications to the Credit Matrix. 
(c)  It is understood and agreed that the Sponsor Price Interface will not only enable Enron to receive Sponsor’s price data feed on a real time basis but also to execute transactions on the basis of such prices; provided, however, that Sponsor may terminate the Sponsor Price Data Feed Interface in the event that Enron uses the Sponsor Price Data Feed such Interface to populate the database of a Competing Platform (but may terminate only that part of the Sponsor Price Data Feed used to populate the database of the Competing Platform). The Sponsor reserves the right to modify, reduce or limit the real-time XML price feed to include only prices for those products for which Enron has agreed to post prices on the Sponsor’s website..  
8. Maintenance of Interfaces.(d)  Each party shall be responsible for ensuring that its Interface is operated and maintained in accordance with this Agreement. operating and maintaining the Interfaces provided by it hereunder in accordance with and during the term of this Agreement, provided that each party agrees to cooperate with the other party and to provide all information and assistance reasonably requested by such other party in connection with the operation and maintenance of the Interfaces provided by such other party. 
9 6.	Mapping of Products.  The process of “mapping” Enron shall provide to Sponsor the series of descriptor terms necessary to enable Sponsor to provide, and Sponsor agrees to provide, appropriate “mapping” of the products offered by the Sponsor and with the prices posted by Enron in order to ensure accurate matching of Subject the Specified Products between the Sponsor’s website and Enron’s interface is to be determined. Enron will use its commercially reasonable efforts to promptly provide the Sponsor with such information as the Sponsor shall reasonably require in order to map the products offered by the Sponsor with Enron’s prices; however, the Sponsor Platform and the Enron Platform.  [Responsibility for costs?]  Sponsor shall be solely responsible for the accuracy of the mapping, such “mapping”, and Enron will shall not be liable to the Sponsor or any Participant for damages in the event of any inaccuracy in mapping. , and Sponsor hereby agrees to indemnify Enron and hold it harmless from and against any and all losses, liabilities, claims, damages, costs and expenses (including but not limited to attorneys’ fees and expenses) arising out of or related to any error or inaccuracy in such “mapping”.   
10 7.	Execution of Transactions.   
(a)	Prices posted by Enron on the Sponsor’s website Sponsor Platform shall not be deemed to be offers to sell or buy.  The acceptance by a Participant of a price posted by Enron on the Sponsor Platform, or the matching of a price posted by Enron on the Sponsor Platform (each, a “Proposed Transaction”) with a price posted by a Participant, shall not constitute an executed transaction, and Enron shall have no obligations whatsoever to such Participant, to Sponsor or the Sponsor Platform with respect to such Proposed Transaction, unless and until the following conditions have been satisfied:
(i)	the terms of all information regarding the Proposed Transaction shall have been transmitted through the Enron Interface to the Enron Platform through the Interfaces.  Such information shall include, but will not necessarily be limited to: the full legal name of the relevant Participant; the product description (based on the “mapping” described in and provided pursuant to Section 6 of this Agreement); the quantity; and the price;;
(ii) the terms of the Proposed Transaction shall have been received by the Enron Platform, with the Participant identified to Enron by Sponsor,(ii)	the credit of the Participant shall have been approved by Enron with respect to the Proposed Transaction through the Credit Interface; and
(iii)	the Enron Platform shall have confirmed that the quantity and price of the Proposed Transaction are available.
(b)	If the foregoing conditions are satisfied with respect to a Proposed Transaction, such Proposed Transaction will be deemed to have been executed, and shall be binding on Enron and the Participant in accordance with the Enron Platform Agreements and the Enron Terms, upon the determination by the Enron Platform that such conditions have been satisfied and that Regulations and the Enron Platform Agreements; and
(iii) the terms of the Proposed Transaction shall have been accepted and confirmed by Enron has been executed.  Enron will transmit to the Sponsor Platform, through the Interfaces, a confirmation that such Proposed Transaction has been executed, provided that, such Transaction will be deemed to have been executed, and shall be binding on Enron and the Participant, in accordance with the terms of this Section 7(b) regardless of whether such confirmation is sent or received.  In the event that the Proposed Transaction cannot be executed, Enron will transmit a notice to Enron Platform Regulations and the applicable Enron Platform Agreements.
(b) Sponsor shall ensure that Participants are provided with adequate and appropriate notice of the manner in which Proposed Transactions to be entered into with Enron through the Sponsor Platform, are to be executed and confirmed and, where necessary, shall make appropriate amendments to any agreements between Sponsor and such Participants governing the execution of transactions through the Platform and/or to the terms and conditions of trading on the Platform. Sponsor agrees to provide Enron with advance copies and opportunity to comment on all such disclosures and notices prior to publication to Participants through the Interfaces, that such Transaction has not been executed. 
(c)	Without limitation of the provisions of subsection (a) of this Section 10 7, it is understood and agreed that neither Enron nor a Participant that is the counterparty to a Proposed Transaction shall have any obligation to make any commission or other payments that would otherwise be due to Sponsor or the Sponsor Platform in connection with executed transactions, unless and until such Proposed Transaction has been executed and confirmed in accordance with this Section 10 7.  In the event that such Proposed Transaction is executed and confirmed in accordance with this Section 10 7, Enron will not be required to pay any commissions or other charges to Sponsor or the Sponsor Platform with respect such Proposed Transaction, and any such commissions or charges required to be paid by Participant shall be no greater than the amounts that would otherwise be charged on transactions executed exclusively through the Sponsor Platform, in accordance with the Platform’s commission schedule as then generally in effect.
(d)	The parties agree, that as between themselves, the point of contract for all transactions consummated on prices that are posted by Enron shall be the Enron Interface Platform.  Any and all Proposed Transactions that are executed between Enron and a Participant in accordance with the terms hereof shall be solely between Enron and such Participant, and shall be subject to and construed in accordance with Enron Platform Agreements and the Enron Platform Regulations Terms, and neither Sponsor nor the Sponsor Platform shall have any involvement therein (except as expressly set forth herein) or rights or obligations with respect thereto.
(e)	Enron shall not be required to act in a manner that is inconsistent with or contrary to its business methods, practices or policies employed by Enron on the Enron Platform.  Without limiting the foregoing, Enron may, in its sole discretion, suspend prices or trading, either generally or for particular products, where prices or trading have been similarly suspended on the Enron Platform, without liability to Sponsor, the Sponsor Platform, or any Participant.   Enron shall have no obligation to post prices with respect to products for which it no longer posts prices on the Enron Platform. 
8.	Access Agreements.  Sponsor shall ensure that Participants are provided with adequate and appropriate notice of the manner in which Proposed Transactions are to be entered into with Enron through the Sponsor Platform, and the manner in which such Proposed Transactions are to be executed and confirmed.  To the extent necessary, Sponsor shall make appropriate amendments to any Access Agreements between Sponsor and such Participants and/or to the terms and conditions of trading on the Sponsor Platform.  Without limitation of the foregoing sentence, Sponsor shall ensure that the Access Agreements between Sponsor and Participants provide that executed transactions (or, at a minimum, those transactions executed with Enron pursuant to this Agreement) will be binding on such Participants regardless of whether a confirmation or notice is received by such Participant. Sponsor agrees to provide Enron with advance copies and opportunity to comment on all such disclosures and notices prior to distribution to Participants.  Sponsor further agrees that no changes shall be made to any Access Agreements between Sponsor and Participants, in any respect that materially affects the rights or obligations of Enron or Sponsor under this Agreement, without the consent of Enron. .    
9 11.	Costs and Expenses.  Each party shall be solely responsible for the costs and expenses of operating its respective Platform and Interface.
12 10.	Representations and Warranties.  Each party represents and warrants that (a) it has all necessary power and authority to execute and perform this Agreement, (b) this Agreement is its legal, valid and binding agreement, enforceable against it in accordance with its terms, and (c) neither the execution of nor performance under this Agreement by it violates any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to it.  [Consider other representations and warranties that may be important, keeping in mind that a breach by a party of its representations and warranties may give rise to termination of the agreement by the other party (see Section 13 below). Without limitation of the foregoing, Sponsor represents and warrants that the Sponsor Platform, and transactions executed through the Sponsor Platform, are in compliance with applicable laws and regulations in all material respects, including without limitation the Commodity Exchange Act, as amended.  Sponsor agrees to provide Enron, upon its reasonable request, with documentation supporting the representation and warranty set forth in the immediately preceding sentence, in form and substance reasonably satisfactory to Enron.   
13 11.	Events of Default.   An “Event of Default” shall exist in the event:
(i)	a party shall have failed to comply with [any][specified] term or provision of this Agreement, and such failure shall have continued for a period of ___ days following notice of such failure by the other party;
(ii)	[others, including a breach of a representation or warranty by either party]
In the event of an Event of Default, the defaulting party will be obligated to reimburse the non-breaching party for Technology Costs incurred by the non-breaching party in connection with providing the Interfaces contemplated by Section 5 (is this the non-defaulting party’s sole remedy for a breach by the other party?).
	14 12.	Termination Events.  Upon the occurrence of any of the following (each, a “Termination Event”):
(i)	the Interface Completion Date shall have not have occurred on or before ______ (other than by reason of an Event of Default);
(ii) On any Annual Renewal Date, Enron shall determine in its sole discretion to terminate the Agreement;
(iii)	On any Annual Review Date, Enron shall not have failed to complete completed transactions with an average volume of at least ______ over the previous _______ [Enron to complete a certain volume of transactions by a specified date or it can terminate the Agreement];
(iii)	“Mapping” errors, in the reasonable judgment of Enron, occur, in violation of Section 6 of this Agreement, on more than  _____ occasions within any ________ period; 
(iv)	Material disputes between Enron and any Participants regarding the terms on which transactions entered into between Enron and such Participants were executed through the Sponsor Platform occur on more than ______ occasions within any ______ period [and are not resolved to the reasonable satisfaction of Enron and the relevant Participant within ______];(iv) [other reasons that one or either party should be entitled to terminate this Agreement]
then Enron, with respect to (i), (ii), (iii) and ____(iv), or Sponsor, with respect to (i) and ___, may terminate this Agreement upon ___ days’ written notice to the other party.; provided, however, that in the event that Enron shall terminate this Agreement on an Annual Review Date, that portion of equity that Enron received from Sponsor corresponding with the Annual Renewal Date on which the Agreement is terminated shall be forfeited:
Annual Renewal Date Portion Forfeited
2001 75%
2002 50%
2003 25%
[Otherwise, the termination will be without liability to either party [consider consequences of termination and potential liability of one party to another].   
	15 13.	Confidentiality.  Each party acknowledges that it or its employees may, in connection with the services to be provided and other matters contemplated under this Agreement, be exposed to or acquire information which is proprietary to or confidential to the other party, its affiliated companies or third parties to whom such party has a duty of confidentiality.  Any and all non-public information of any form obtained by such party or its employees arising out of or related to this Agreement, including but not limited to trade secrets, processes, and proprietary data, shall be deemed to be confidential and proprietary information.  Each party agrees to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than as contemplated by this Agreement and to advise each of its employees who may be exposed to such proprietary and confidential information of their obligations to keep such information confidential.  Without limitation of the foregoing, each party agrees that it will not redistribute or retransmit any data or information received by it through the Interfaces or otherwise, except in accordance with the terms and conditions of this Agreement and Sponsor further agrees that it will obtain the agreement of each Participant, through its Access Agreement with each such Participant, to the matters set forth in this Section 13.  Confidential information shall not include information which is (i) in or becomes part of the public domain other than by disclosure by such party in violation of this Agreement, (ii) demonstrably known to such party previously without an obligation of confidentiality, (iii) independently developed by such party outside of this Agreement, (iv) rightfully obtained by such party from third parties without an obligation of confidentiality or (v) information required to be disclosed (x) by applicable law or regulation, or pursuant to a subpoena or order of a court or regulatory, self-regulatory or legislative body of competent jurisdiction, or (y) in connection with any regulatory report, audit, inquiry or other request for information which such party or any representative of such party is subject.
16 14.	Indemnification and Limitations on Liability.  
(a)	[Consider those matters, if any, which one party should be indemnified by the other, including for breaches of representations and warranties and damages suffered by one party as a result of a breach by the other party of its contract (i.e., Sponsor indemnifies Enron for any damages Enron suffers as a result of a Participant’s claim against Enron with respect to a contract that was not entered into by Enron in accordance with Section 10 7 or that was entered into in connection with a mapping failure).  Consider also what types of claims that one party should not be able to bring against the other party (for instance, Enron should have no liability to the Sponsor in the event that Enron does not enter into a transaction because of mismatching, credit failure, or potential violation of Enron policy). 
(b)	Except as expressly provided herein, neither party makes any representation or warranty hereunder, express or implied, regarding the accuracy, reliability, timeliness, completeness or performance of any systems, software, communications links or other information, property or materials, including but not limited to the Interfaces (collectively, “Systems”), provided by such party to the other party or to Participants, and except as expressly provided herein, neither party shall have any liability to the other party hereunder for the failure of, or any interruption or delay with respect to, the Systems or for any losses, damages, costs or expenses incurred by such other party as a result thereof or in connection therewith.  IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCURRED IN CONNECTION WITH THE SERVICES TO BE PROVIDED OR THE OBLIGATIONS INCURRED HEREUNDER.
17 15.	Notices.  All notices delivered with respect to this Agreement shall be in writing and shall be hand delivered or forwarded by registered or certified mail and sent to the parties hereto at the addresses set forth on the first page or to any other address subsequently specified in by a party in a written notice to the other party hereto. [Electronic mail? Fax?]
18 16.	No Third Party Beneficiary or Joint Venture.  Nothing in the Agreement shall be considered or construed as conferring any right or benefit on a person not a party to this Agreement nor imposing any obligations on Enron or Sponsor to persons not a party to this Agreement, including Participants.  This Agreement nor the performance hereunder shall be deemed to have created a partnership, agency agreement or joint venture.
19 17.	Waiver.  No waiver by Enron or Sponsor of any default by the other party in the performance of any provisions of this Agreement shall operate as a waiver of any continuing or future default, whether of a like or different character. 
20 18.	Assignment. This Agreement may not be assigned by either party (except to an affiliate of a party) without the other's express prior written consent.  This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns in accordance with its terms. Without limiting the foregoing, Sponsor’s right to post Enron’s prices on the Sponsor Platform is not assignable and may not be delegated, and Sponsor may republish, retransmit or redistribute the prices posted by Enron without Enron’s prior consent; provided, however, that  Sponsor may provide electronic data feeds that include Enron’s prices (anonymously) to Participants for the sole purpose of permitting such Participants to enhance their trading capabilities on Sponsor’s Platform.    
21 19.	Entire Agreement.  This Agreement sets forth all the terms and conditions of the agreement of the parties with respect to the subject matter hereof.  The terms of this Agreement shall supersede the terms and conditions of any Access Agreement or any other rule or regulation governing access to or transacting on the Sponsor Platform. To the extent that the terms and conditions of this Agreement are inconsistent or conflict with any other agreement or understanding with the Sponsor, including but not limited to the Access Agreements, the terms of this Agreement shall govern.  
22 20.	Governing Law.  (a) This Agreement is deemed entered into in New York, New York and shall be governed and construed in all respects by the laws of the State of New York, without giving effect to principles of conflict of law.  
(b)	Agreement To Arbitrate:  Any claim, counterclaim, demand, cause of action, dispute, and controversy arising out of or relating to this Agreement or the relationship established by this Agreement, any provision hereof, the alleged breach thereof, or in any way relating to the subject matter of this Agreement, involving the parties and/or their respective representatives (collectively the “Claims”), even though some or all of such Claims allegedly are extra-contractual in nature, whether such Claims sound in contract, tort, or otherwise, at law or in equity, under state or federal law, whether provided by statute or the common law, for damages or any other relief, shall be resolved by binding arbitration.

Conduct Of The Arbitration, And Authority Of The Arbitrators:  Arbitration shall be governed by the Federal Arbitration Act and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association.  The validity, construction, and interpretation of this agreement to arbitrate, and all procedural aspects of the arbitration conducted pursuant hereto shall be decided by the arbitrators.  In deciding the substance of the parties’ Claims, the arbitrators shall refer to the Governing Law.  It is agreed that the arbitrators shall have no authority to award treble, exemplary or punitive damages of any type under any circumstances whether or not such damages may be available under state or federal law, or under the Federal Arbitration Act, or under the Commercial Arbitration Rules of the American Arbitration Association, the parties hereby waiving their right, if any, to recover any such damages.

Forum For The Arbitration And Selection Of Arbitrators:  The arbitration proceeding shall be conducted in Houston, Texas.  Within thirty days of the notice of initiation of the arbitration procedure, each party shall select one arbitrator.  The two arbitrators shall select a third arbitrator.  The third arbitrator shall be a person who has over eight years professional experience and who has not previously been employed by either party and does not have a direct or indirect interest in either party or the subject matter of the arbitration.  While the third arbitrator shall be neutral, the two party-appointed arbitrators are not required to be neutral, and it shall not be grounds for removal of either of the two party-appointed arbitrators or for vacating the arbitrators’ award that either of such arbitrators has past or present minimal relationships with the party that appointed such arbitrator.

Confidentiality:  To the fullest extent permitted by law, any arbitration proceeding and the arbitrator’s award shall be maintained in confidence by the parties.
23 21.	Headings.  The headings in this Agreement are intended for convenience of reference and shall not affect its interpretation.
24 22.	Severability. If any provision of this Agreement (or any portion thereof) shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.
25 23.	Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one agreement binding on the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.