Exhibit 10.2
 
 FORM OF ADMINISTRATIVE SERVICES AGREEMENT
  THE WILLIAMS COMPANIES, INC.
  WPX ENERGY, INC.




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    1Section 1.1 Table of Definitions
    
    
    1Section 1.2 Certain Defined Terms
    
    
    2Section 1.3 Other Capitalized Terms
    
    
    4ARTICLE II TERM
    
    
    4Section 2.1 Term
    
    
    4Section 2.2 No Extension of Term
    
    
    4ARTICLE III SERVICES
    
    
    4Section 3.1 Performance of Services
    
    
    4Section 3.2 Independent Contractor Status
    
    
    5Section 3.3 Third Party Consents
    
    
    6ARTICLE IV COMPENSATION
    
    
    6Section 4.1 Charge for Services
    
    
    6Section 4.2 Taxes
    
    
    6Section 4.3 Invoicing and Payment
    
    
    6ARTICLE V WMB SUBCONTRACTORS AND PERSONNEL
    
    
    7Section 5.1 Subcontractors
    
    
    7Section 5.2 Compliance
    
    
    7ARTICLE VI ADMINISTRATIVE SERVICES MANAGEMENT
    
    
    7Section 6.1 Books and Records; Audit
    
    
    7Section 6.2 Audit Rights for Intellectual Property
    
    
    8ARTICLE VII FACILITIES AND SYSTEMS
    
    
    8Section 7.1 WPX Facilities
    
    
    8Section 7.2 WMB Facilities and WMB Systems
    
    
    9Section 7.3 Physical Security for Facilities
    
    
    9ARTICLE VIII TECHNOLOGY AND PROPRIETARY RIGHTS
    
    
    9Section 8.1 Related Agreements
    
    
    9Section 8.2 Limited License to Use WMB Work Processes and
Software No Extension of Term
    
    
    10




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TABLE OF CONTENTS
(Continued)
 PageSection 8.3 No Implied Licenses
    
    
    10Section 8.4 Managed WPX Contracts
    
    
    10ARTICLE IX DATA SECURITY
    
    
    10Section 9.1 Ownership
    
    
    10Section 9.2 Data Security
    
    
    10ARTICLE X REPRESENTATIONS AND WARRANTIES
    
    
    10Section 10.1 Service Warranty
    
    
    10Section 10.2 Disclaimer
    
    
    10ARTICLE XI INSURANCE
    
    
    11Section 11.1 Coverage
    
    
    11Section 11.2 Subrogation
    
    
    11Section 11.3 Certificates of Insurance
    
    
    11Section 11.4 Risk of Loss
    
    
    11ARTICLE XII TERMINATION
    
    
    12Section 12.1 Early Termination of the Services
    
    
    12Section 12.2 Survival
    
    
    12Section 12.3 Effect of Termination
    
    
    12ARTICLE XIII GENERAL PROVISIONS
    
    
    12Section 13.1 Limitation of Liability; Indemnification
    
    
    12Section 13.2 Compliance With Laws
    
    
    13Section 13.3 Further Action
    
    
    13Section 13.4 Expenses
    
    
    13Section 13.5 Authorization
    
    
    13Section 13.6 Assignment
    
    
    13Section 13.7 Force Majeure
    
    
    13Section 13.8 Acknowledgment
    
    
    14Section 13.9 Incorporation of Separation Agreement Provisions
    
    
    14Schedule A            Managed WPX Contracts




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ADMINISTRATIVE SERVICES AGREEMENT
 Agreement WMB WPX
 RECITALS
 Separation Agreement
  Transition Services Agreement
 AGREEMENT
  ARTICLE I
DEFINITIONS
 Table of Definitions
 Definition
    
    PageAgreement
    
    
    1Equipment
    
    
    2Force Majeure Event
    
    
    2Functional Service Area
    
    
    4Intellectual Property Rights
    
    
    2Managed WPX Contracts
    
    
    2Plans and Practices
    
    
    5Separation Agreement
    
    
    1Services
    
    
    4Software
    
    
    3Subcontractors
    
    
    3Systems
    
    
    3




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Definition
    
    PageTerm
    
    
    4Third Party Consents
    
    
    3Transition Services Agreement
    
    
    1WMB
    
    
    1WMB Equipment
    
    
    3WMB Facilities
    
    
    3WMB Personnel
    
    
    3WMB Software
    
    
    3WMB Systems
    
    
    3WPX
    
    
    1WPX Data
    
    
    3WPX Equipment
    
    
    3WPX Facilities
    
    
    3WPX Personnel
    
    
    3WPX Software
    
    
    4WPX Systems
    
    
    4
 Certain Defined Terms
 Equipment
 Force Majeure Event
 Intellectual Property
 Intellectual Property Rights
 Managed WPX Contracts Schedule A
 2




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Software
 Subcontractors
 Systems
 Third Party Consents
 WMB Equipment
 WMB Facilities
 WMB Personnel
 WMB Software
 WMB Systems
 WPX Data
 WPX Equipment
 WPX Facilities
 WPX Personnel
 3




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WPX Software
 WPX Systems
 Other Capitalized Terms
 ARTICLE II
TERM
 Term Section
12.1 Term
 No Extension of Term
 ARTICLE III
SERVICES
 Performance of Services Functional Service Area Services
         4




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Section
3.1(a)
 Independent Contractor Status
   Plans and Practices Article IV
 5




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Third Party Consents
 Responsibility
 Contingent Arrangements Section 3.6
 ARTICLE IV
COMPENSATION
 Charge for Services
 Taxes Section 4.2
 Invoicing and Payment
 6




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1
 ARTICLE V
WMB SUBCONTRACTORS AND PERSONNEL
 Subcontractors
 Compliance
 ARTICLE VI
ADMINISTRATIVE SERVICES MANAGEMENT
 Books and Records; Audit Article V
 
 1
    
    NTD: To be discussed whether WMB will actually
provide an invoice during the ASA period or whether this provision needs to be
revised. 7




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Audit Rights for Intellectual Property Article V
 ARTICLE VII
FACILITIES AND SYSTEMS
 WPX Facilities
 General Section 7.1(b) Article XII
 Relocation
 8




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Section 7.1(b)
 WMB Facilities and WMB Systems
 WMB Facilities
 Access to the WMB Systems
 Physical Security for Facilities
 ARTICLE VIII
TECHNOLOGY AND PROPRIETARY RIGHTS
 Related Agreements
 Ownership of Intellectual Property Section
8.2
 Development of Intellectual Property Articles IX
 9




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Limited License to Use WMB Work Processes and Software No Extension of Term
 No Implied Licenses Section 8.3
 Managed WPX Contracts
 ARTICLE IX
DATA SECURITY
 Ownership
 Data Security
 ARTICLE X
REPRESENTATIONS AND WARRANTIES
 Service Warranty
 Disclaimer ARTICLE X
 10




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ARTICLE XI
INSURANCE
 Coverage
     Subrogation Section 11.1
 Certificates of Insurance
 Risk of Loss
 11




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ARTICLE XII
TERMINATION
 Early Termination of the Services
 Survival
 Effect of Termination
 ARTICLE XIII
GENERAL PROVISIONS
 Limitation of Liability; Indemnification
   12




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Compliance With Laws
 Further Action
 Expenses
 Authorization Section 13.5
 Assignment
 Force Majeure
  13




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Article IV
 Section 13.7(c)
 Acknowledgment
 Incorporation of Separation Agreement Provisions Section 13.9
  14




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THE WILLIAMS COMPANIES, INC.By:Name:Title:WPX ENERGY, INC.By:Name:Title:




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Schedule A
 Managed WPX Contracts