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Confidentiality and Escrow - page 2 / 16





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THIS AGREEMENT is dated [insert date] and made as a deed


(1)BP GAS MARKETING LIMITED, a company incorporated with limited liability in England and Wales (Company number 908982), the registered office of which is situated at Chertsey Road, Sunbury on Thames, Middlesex TW16 7BP, United Kingdom (“BP”);

(2)LA SOCIÉTÉ SONATRACH, a joint stock company incorporated under the laws of Algeria and having its principal place of business at Djenane El Malik, Hydra 16035 Algiers, Algeria (“Sonatrach” and, jointly with BP, the “Primary Shipper”);

(3) The Parties listed in Schedule 1 (jointly, the "Auction Administrator"); and

(4)[insert full company name and registered office address / principal place of business; jurisdiction of incorporation], (the "Applicant").


(A)The Primary Shipper won an open season competitive tender in 2003 for a long-term services contract from the Terminal Operator, comprising of, inter alia, rights to berthing slot(s), LNG storage capacity, and send-out of natural gas at the Isle of Grain LNG receiving terminal (the “Terminal”).

(B)     The Terminal Operator and the Primary Shipper have developed an auction mechanism that may allow winning bidders access to a specified berthing slot together with temporary storage capacity and send out capacity at the Terminal as the result of a temporary transfer of these rights by the Primary Shipper to that winning bidder (“Secondary Capacity Access”).

(C)The Parties wish to enter into this Agreement in order (i) to deal with confidentiality issues, (ii) to provide for the holding in escrow of signature pages and documents related to any Auction, and (iii) to deal with certain limitation of liabilities among the Parties.

NOW THEREFORE, the Parties have agreed as follows:

1. Definitions


Except where the context otherwise requires, the following words and expressions shall have the meanings set out hereunder:

Affiliate” means, in respect of any person (the relevant person), another person that directly or indirectly controls or is controlled by the relevant person or is, together with the relevant person, under the common control of another person, for which purpose control shall mean beneficial ownership of fifty per cent (50%) or more of the voting shares of a company or other entity or of the equivalent rights to determine the decisions of such a company or other entity.

Version 1.4 –  2 December 20081

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