**Exhibit10.14****TARGA LIQUIDS MARKETING AND TRADE****RAW PRODUCT PURCHASE AGREEMENT****EFFECTIVEDATE: January 1, 2007**(***“Effective Date”***)Seller:  Targa Texas Field Services LP 1000 Louisiana, Suite 4300 Houston, TX 77002-5050 Fax No. (713) 584-1503 Attn: Contracts AdministrationBuyer: Targa Liquids Marketing and Trade1000 Louisiana, Suite 4300Houston, TX 77002-5050Fax No. (713) 584-1503Attn: Contracts Administration**1.** **SALE AND PURCHASE**     Seller agrees to sell and deliver to Buyer, and Buyer agrees to purchase and receive fromSeller, Raw Product on the terms and conditions set forth in this Raw Product Purchase Agreement(the ***“Agreement”***).**2.** **TERM**     This Agreement shallcommence on the Effective Date and shall continue in full force andeffect for one year thereafter (the ***“Initial Term”***). At the end of the Initial Term, thisAgreement shall automatically be extended for successive one year terms, unless either Party shallhave given the other Party no less than 60 Days written notice of its intent to terminate thisAgreement prior to the end of (i) the Initial Term, or (ii) the then-current one year extensionterm, as applicable (the Initial Term, as extended by one year extension terms, the ***“Term”***).**3.** **TERMS OF SALE AND PURCHASE** 3.1. VOLUMES     Seller commits and dedicates to sell, and Buyer agrees to purchase, all volumes of Raw Productowned or controlled by Seller and produced from the Originating Facility. 3.2. DELIVERY OF RAW PRODUCT     Raw Product will be delivered to Buyer from Seller at or near the tailgate of the OriginatingFacility into an existing Pipeline designated by Buyer or such other locations as are mutuallyagreed to by the Parties. 3.3. SHIPMENT     Buyer shall procure transportation for all Raw Product from the Originating Facility to theapplicable destination.
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**4.** **PRICE** 4.1. PRICE DETERMINATION FOR INTERCOMPANY RAW PRODUCT SALES (a) Buyer shall pay to Seller for the Intercompany Raw Productdelivered to Buyer hereunder, a purchase price equal to the OPIS Index Pricefor each Gallon of each NGL Component contained in the Raw Product, minus theTransportation Costs and the Fractionation Costs.  (b) ***“OPIS Index Price”***means the monthly average of the daily highand low prices per Gallon, for the Month in which delivery occurs, as quoted byOPIS in the OPIS LP-Gas Report for “Any Current Month” volumes in the “MontBelvieu Spot Gas Liquids Prices” table using: (i) the Non-TET prices for thepropane, isobutane, normal butane and natural gasoline NGL Components; and (ii)the Purity Ethane price for the ethane NGL Component.  (c) ***“Transportation Costs”***means all transportation costs incurredby Buyer in transporting the Raw Product delivered by Seller under thisAgreement, including pipeline tariff charges, line fill, penalties and othercharges attributable to the Raw Product.  (d) ***“Fractionation Costs”***means the fractionation costs andexpenses incurred by Buyer in connection with the receipt and fractionation ofRaw Product delivered by Seller under this Agreement that are charged to Buyerwith respect to the Raw Product delivered under this Agreement. Depending onthe entity fractionating Raw Product for Buyer, such fee shall be (i) the thencurrent fee under Seller’s fractionation agreement with Gulf CoastFractionators, (ii) the then current fee applicable to partners of Cedar BayouFractionators, L.P. or any other entity providing fractionation services inwhich an Affiliate of Buyer has an ownership interest, or (iii) thefractionation fees charged to Buyer by a third party providing fractionationservices with respect to such Raw Product. 4.2. PRICE DETERMINATION FOR THIRD PARTY SALES (a) Buyer shall pay to Seller for all Raw Product (other thanIntercompany Raw Product) delivered to Buyer hereunder a price equal to theThird Party Price.  (b) ***“Third Party Price”***means, for each Month, the aggregateproceeds received by Buyer from the sale to Buyer’s customers of Raw Productdelivered by Seller hereunder, less Third Party Sales Costs.  (c) ***“Third Party Sales Costs”***means (i) the Transportation Costs(as defined in Section 4.1), (ii) the Fractionation Costs (as definedin Section 4.1), and (iii) all other costs and charges reasonablyincurred by Buyer in connection with Buyer’s sale to its customers of RawProduct (other than Intercompany Raw Product) delivered by Seller hereunder. 4.3. ALTERNATE INDEX     If for any reason the OPIS Index for a particular NGL Component or any other index used in thecalculations made pursuant to Section 4.1 should (i) cease to be published or (ii) bematerially changed, the Parties agree promptly and in good faith to negotiate a mutuallysatisfactory alternate index or substitute methodology for calculating the price for such Component(the ***“Alternate Index”***). If, on or before 30 Days after the index used to determine the pricehereunder ceases to be published, the Parties are unable to agree on an Alternate Index upon whichto base the calculation of the price, the Parties
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shall submit such determination to arbitration in accordance with the provisions ofArticle 20, which arbitration procedure will determine the Alternate Index. From the dateon which the index price used to determine the price for a particular NGL Component ceases to beavailable until the Alternate Index is determined, the price for such NGL Component shall be theaverage of the prices in effect hereunder (or that would have been in effect hereunder) during the12 Months preceding the Month in which the index upon which the price was based ceased to beavailable, which price shall be effective until the effective date of the Alternate Indexdetermined as set forth in this Section 4.3. Upon the determination of an Alternate Index,the price will be adjusted retroactively to the date on which the index upon which the pricepreviously was based ceased to be available. Any payments hereunder that are delayed pending thedetermination of an Alternate Index shall bear interest at the Base Rate from the date that suchpayment would have been due without such delay until the date of payment.**5.** **REPRESENTATIONS AND WARRANTIES** 5.1. SELLER REPRESENTATIONS AND WARRANTIES     Seller represents and warrants to Buyer that (i) Seller has Good And Marketable Title to theRaw Product delivered by it to Buyer hereunder and the right to sell and deliver same to Buyer, andSELLER AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY CLAIMSARISING OUT OF OR RELATED TO ANY FAILURE OF SUCH TITLE OR BREACH OF THIS WARRANTY; and (ii) Sellershall deliver all Raw Product sold to Buyer hereunder in compliance with all Applicable Laws. 5.2. BUYER REPRESENTATION AND WARRANTY     Buyer represents and warrants to Seller that Buyer shall receive all Raw Product sold bySeller hereunder in compliance with all Applicable Laws. 5.3. BUYER ACKNOWLEDGMENT     Buyer acknowledges that the Raw Product delivered hereunder is hazardous and that Buyer isknowledgeable of (i) the hazards and risks associated with such Raw Product, and (ii) the handling,receipt, transportation, storage and use of such Raw Product.**6.** **WAIVER OF CONSUMER RIGHTS**     Each of Buyer and Seller hereby waives its respective rights, if any, under the TexasDeceptive Trade Practices-Consumer Protection Act, Sections 17.41 et seq., except for Section17.555 Texas Business & Commerce Code, a law that gives consumers special rights and protections.After consultation with an attorney of its own selection, Buyer and Seller voluntarily consent tothis waiver.**7.** **DELIVERY**     Delivery shall be deemed to have been completed when the Raw Product has been delivered to theMeasurement Points. As between the Parties, Seller shall be deemed to be in exclusive possessionand control (and responsible for any damages or injury resulting therefrom or caused thereby) ofthe Raw Product prior to and at the Measurement Points and Buyer shall be deemed to be in exclusivecontrol (and responsible for any damages or injury resulting therefrom or caused thereby) of theRaw Product from the Measurement Points.**8.** **PASSAGE OF TITLE**     Title to, and risk of loss for, the Raw Product shall pass from Seller to Buyer at theapplicable Measurement Points. Notwithstanding the foregoing, title to, and risk of lossassociated with, any Offspec Raw Product shall remain with Seller.
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**9.** **MEASUREMENT & ANALYSIS** 9.1. MEASUREMENT     All Raw Product under this Agreement shall be measured as follows: (a) On all deliveries into/out of Pipelines, quantity shall bedetermined by turbine or positive displacement pipeline meter in accordancewith API Manual of Petroleum Measurement Standards.  (b) Metering systems used for quantity determinations shall notallow vapor return or shall compensate for any vapor return.  (c) All quantities shall be corrected to 60 degrees Fahrenheit andequilibrium vapor pressure of the applicable Raw Product at 60 degreesFahrenheit.  (d) Volume and compressibility correction factors shall bedetermined from referenced API tables or computer programs used to generatethese tables. 9.2. PRODUCT SAMPLING & ANALYSIS (a) Buyer will obtain a sample or samples of the Raw Product froman appropriate location at the Originating Facility or Pipeline, as applicable;at an appropriate time or times and on a frequency established by Buyer; withthe exact sampling locations, times and frequencies to be determined by Buyer,in its sole discretion, in order to obtain representative samples of the RawProduct being delivered by Seller under this Agreement.  (b) Representative samples of the Raw Product shall be analyzed byBuyer.  (c) Other provisions and standards referenced hereinnotwithstanding, the volume of the natural gasoline NGL Component contained inthe Raw Product shall be calculated using the component densities of thepentanes and the hexanes plus (C6+). 9.3. STANDARDS     Measurement, sampling and analysis, pursuant to the above provisions, shall be conducted inaccordance with the GPA Standards applicable to the methodology used; including GPA Standards 8182,8173, 2177 and all other appropriate GPA, API and ASTM standards, with all such standards beingincorporated herein for all purposes, including all revisions of those standards adopted and ineffect during the Term of this Agreement.**10.** **CLAIMS**     All claims by Buyer for deficiencies in Raw Product quantity or quality shall be made toSeller within 180 days of delivery of the applicable Raw Product. All notices regarding RawProduct deficiencies shall be made in accordance with Section 19. Failure by Buyer totimely notify Seller of any deficiency shall be deemed a waiver by Buyer of any claims with regardto such Raw Product deficiencies.**11.** **QUALITY**     All Raw Product delivered to Buyer under this Agreement shall meet the specificationsgoverning the applicable Pipeline receipt point and shall not contain any contaminants that maymake it or its NGL Components commercially unacceptable. Seller may be required, on Buyer’s behalfas shipper, to furnish
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any Pipeline on which Raw Product is transported with a certificate setting forth thespecifications of each shipment of Raw Product to be transported on such Pipeline. Selleracknowledges that any such Pipeline shall have the right to: (i) refuse to accept any Raw Productfor transportation which do not meet such Pipeline’s specifications or which are not of good andmerchantable quality suitable for transportation through Pipeline’s existing facilities, and (ii)sample and/or test any shipment of Raw Product prior to acceptance or during receipt of same, andin the event of variance between the Seller’s certificate and the Pipeline’s test, the latter shallprevail.**12.** **OFFSPEC RAW PRODUCT**     In the event any of Seller’s Raw Product is contaminated or otherwise fails to conform to thespecifications governing the applicable Pipeline receipt point(***“Offspec Raw Product”***), eitherParty may notify the other Party of any such failure, and Seller immediately shall undertake anddiligently pursue such acts as may be necessary to correct such failure so as to deliver RawProduct conforming to the applicable specifications. Buyer shall have the right, at any time andfrom time to time, to reject any Raw Product not conforming to the specifications governing theapplicable Pipeline receipt point and to refuse or suspend receipt until it is established toBuyer’s reasonable satisfaction that subsequent deliveries of Raw Product will conform to thespecifications governing the applicable Pipeline receipt point, and nothing contained in thisSection 12 or the Agreement is intended or shall be construed to limit such right. If itis subsequently determined that Buyer unknowingly accepted Offspec Raw Product, the Parties willmutually agree upon a discounted price for such Offspec Raw Product to reflect (i) its diminutionin value, if any, from Raw Product meeting the specifications governing the applicable Pipelinereceipt point or (ii) the cost incurred by Buyer in handling such Offspec Raw Product. SELLERAGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS BUYER, ITS AFFILIATES, AND ITS AND THEIRRESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND CONTRACTORS FROM AND AGAINST ANY CLAIMSARISING OUT OF, OR RELATED TO, THE DELIVERY OF OFFSPEC RAW PRODUCT TO BUYER WHICH ARE UNKNOWINGLYACCEPTED BY BUYER.**13.** **INSPECTIONS**     Each Party shall be entitled to have its representatives present during all loadings,unloadings, tests, samples and measurements involving delivery of Raw Product under this Agreement.Either Party may engage certified independent inspectors to perform gauging, sampling, and testingup to four times during each 12 Month period during the Term, in which event such inspector’sdeterminations shall be conclusive and binding on the Parties. Payments for such outsideinspector’s services will be shared equally among the Parties unless some other arrangement forpayment is mutually agreed upon.**14.** **NOMINATIONS; DAMAGE PAYMENTS** 14.1 MONTHLY NOMINATIONS     Prior to the end of each Month Seller will nominate the total quantity of Raw Product to bedelivered to Buyer pursuant to this Agreement during the succeeding Month, giving sufficient timeto meet the applicable Pipeline’s nomination deadlines for such Month, and will also provide Buyerwith any other operational information which could have a significant effect on the quantity of RawProduct delivered for the Month. Seller and Buyer will cooperate in communicating throughout eachMonth regarding any changes in the quantity of Raw Product to be delivered at the MeasurementPoint. Should Seller become aware that actual deliveries at the Measurement Point on any day willbe more or less than the nominated quantity, Seller will promptly notify Buyer. 14.2 DAMAGE PAYMENTS     In the event that (i) Buyer is unable to take all of the Raw Product nominated by Sellerduring a particular Month due to any Person’s failure to take Raw Product from Buyer, and (ii)Buyer receives Damage Payments in connection with such event, Buyer will pay Seller its pro ratashare of such Damage
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Payments based on the amount of nominated Raw Product not taken by Buyer from Seller and any otherAffiliates of Buyer as a result of such event.**15.** **DEFAULT; TERMINATION** 15.1. EVENTS OF DEFAULT     It shall be an ***“Event of Default”***if: (a) Either Party becomes insolvent, makes an assignment for thebenefit of creditors, or a receiver or trustee is appointed for the benefit ofsuch Party’s creditors, or a Party makes a filing for protection from creditorsunder any bankruptcy or insolvency laws, or such filing is made against aParty;  (b) Buyer fails to make any payment when due and such nonpaymentshall have continued for 10 Days or more after notice of same from Seller;  (c) Either Party fails to perform any of its material obligationshereunder and such nonperformance shall have continued for 30 Days or moreafter notice of same from the other Party. 15.2. TERMINATION FOR DEFAULT (a) If an Event of Default occurs and is continuing, thenon-defaulting Party may, by written notice to the defaulting Party, designatea day no earlier than the day such notice is effective as an early terminationdate (***“Early Termination Date”***). On the Early Termination Date, allobligations due on or after the Early Termination Date under the Agreementshall be terminated except as provided herein. If an Early Termination Datehas been designated, the non-defaulting Party shall in good faith calculate theamount due between the parties as of the Early Termination Date. Thenon-defaulting party shall notify the defaulting Party in writing of the amountdue and whether it is owed to or from the defaulting Party (the ***“TerminationPayment”***). The party owing the Termination Payment shall pay it to the otherparty within two Business Days after the effective date of such notice, withinterest at the Base Rate from the Early Termination Date until paid.  (b) In addition, the defaulting Party hereunder shall reimburse thenon-defaulting Party, on demand, for actual, reasonable out-of-pocket expenses(with interest at the Base Rate), including, without limitation, reasonablelegal fees and expenses incurred by the other Party in connection with theenforcement of the Agreement.  (c) If an Early Termination Date is designated, the non-defaultingparty shall be entitled, in its sole discretion, to set-off any amount payableby the non-defaulting Party or any of its Affiliates to the defaulting Partyunder the Agreement or otherwise, against any amounts payable by the defaultingParty to the non-defaulting Party or any of its Affiliates under this Agreementor otherwise. This provision shall be in addition to any right of setoff orother right and remedies to which any party is otherwise entitled (whether byoperation of law, contract or otherwise). If an obligation is unascertained,the non-defaulting party may in good faith estimate that obligation and set-offin respect of the estimate, subject to the non-defaulting party accounting tothe defaulting Party when the obligation is ascertained.
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**16.** **FORCE MAJEURE** 16.1. SUSPENSION     In the event of either Party being rendered unable, wholly or in part, by reason of forcemajeure to carry out its obligations under this Agreement, other than to make payments duehereunder, the obligations of the Party suffering force majeure shall be suspended to the extentaffected by and for the period of such force majeure condition. Such Party suffering force majeureshall give notice and full particulars of such force majeure in writing or by facsimile to theother Party as soon as possible after the occurrence of the cause. Such cause shall as far aspossible be remedied with all reasonable dispatch. 16.2. DEFINITION     The term ***“force majeure”***as employed herein shall mean acts of God, strikes, lockouts or otherindustrial disputes or disturbances, acts of the public enemy, wars, blockades, insurrections,riots, epidemics, landslides, lightning, earthquakes, fires, tornadoes, hurricanes or storms, andwarnings for any of the foregoing which may necessitate the precautionary shut-down of wells,plants, gathering systems or other related facilities, floods, washouts, arrests and restraints ofgovernments and people, civil disturbances, explosions, sabotage, breakage or accidents toequipment, machinery, plants, or lines of pipe, the making of repairs, expansions or alterations tolines of pipe or plants, inability to secure labor or materials, freezing of wells or lines ofpipe, partial or entire failure of the Originating Facility or the facilities used to acceptdelivery of Raw Product and/or measure the same, electric power shortages, necessity for compliancewith Applicable Laws, inclement weather that necessitates extraordinary measures and expense toconstruct facilities and/or maintain operations and any other causes, whether of the kindenumerated herein or otherwise, not within the control of the Party claiming suspension and whichby the exercise of reasonable diligence such Party is unable to prevent or overcome. Such termshall likewise include, in those instances where either Party hereto is required to obtain permitsor licenses from any governmental agency to enable such Party to fulfill its obligations hereunder,the inability of such Party to acquire, or delays on the part of such Party in acquiring, suchpermits or licenses. The term “force majeure” shall also include any event of force majeureoccurring with respect to the facilities or services of either Party’s suppliers or customersdelivering or receiving any Raw Product, fuel, feedstock, or other substance necessary to theperformance of such Party’s obligations, and shall also include curtailment or interruption ofdeliveries or services by such third party suppliers or customers as a result of an event of forcemajeure. 16.3. LABOR DISPUTES     It is understood and agreed that the settlement of strikes or lockouts shall be entirelywithin the discretion of the Party having the difficulty, and that the above requirements that anyforce majeure shall be remedied with all reasonable dispatch shall not require the settlement ofstrikes or lockouts by acceding to the demands of an opposing party when such course is inadvisablein the sole discretion of the Party having difficulty. 16.4. MAINTENANCE     Either Party and/or its designee may briefly interrupt its performance hereunder for thepurpose of making necessary or desirable inspections, alterations and repairs; and the Partyrequiring such relief shall give to the other Party reasonable notice of its intention to suspendits performance hereunder, except in cases of emergency where such notice is impracticable, incases where the operations of the other Party will not be affected, or as to Buyer’s performance,in cases where the Raw Product is being delivered to a terminal or a fractionation facilityoperated by a third party and the operator of such plant fails to give Buyer notice of such plantmaintenance. The Party requiring such relief shall endeavor to arrange such interruptions so as toinconvenience the other Party as little as possible.
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 16.5 RATABLE TAKE     Whenever a force majeure event or other circumstances prevent Buyer from taking delivery ofall of the Raw Product nominated by Seller during a particular Month, Buyer will use commerciallyreasonable efforts to take Seller’s Raw Product ratably as to quantity with all other Raw Productthat is nominated by Affiliates of Buyer that are also affected by such event.**17.** **INDEMNITIES**     SELLER SHALL INDEMNIFY, RELEASE, DEFEND AND HOLD HARMLESS BUYER AND ITS AFFILIATES, AND ITSAND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY CLAIMS ARISINGOUT OF OR IN ANY WAY RELATING TO SELLER’S OWNERSHIP, POSSESSION OR CONTROL OF THE RAW PRODUCT UP TOTHE MEASUREMENT POINTS, AND BUYER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER AND ITSAFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINSTANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATING TO BUYER’S OWNERSHIP, POSSESSION OR CONTROL OF THERAW PRODUCT AT AND AFTER THE MEASUREMENT POINTS.**18.** **ASSIGNMENT**     Should the rights of Seller giving rise to its ownership and/or control of the Raw Productbeing sold hereunder be assigned during the Term of this Agreement (such as sale of any interest inan Originating Facility wherein Seller’s ownership and control of Raw Product therefrom arises fromSeller’s ownership interest in the Originating Facility), Seller shall make any such a transferexpressly subject to the terms and conditions of this Agreement and shall (i) require its successorin interest to expressly assume and agree to perform Seller’s obligations under this Agreement andto the extent of such assignment or transfer should Seller transfer less than all of its suchrights. Nothing herein shall be construed to release Seller from its obligations hereunder. ThisAgreement may be assigned by either Party to any of its Affiliates or any Party that is thetransferee or successor to all or substantially all of the assets of the assigning Party withoutthe prior written consent of the other Party; provided that the assignee shall expressly agree toassume and perform all of the assigning Party’s obligations hereunder. Any other assignment ofthis Agreement shall require the prior written consent of the non-assigning Party, which consentshall not be unreasonably withheld or delayed. Any assignment in violation of this Section18 shall be void ab initio.**19.** **NOTICE**     Any notice, claim, demand or other correspondence hereunder shall be in writing and shall bedelivered personally by courier or overnight delivery service, by certified mail, return receiptrequested, or by fax (promptly followed by a copy sent by mail or personal delivery), to theParty’s address set forth in this Agreement, unless changed by notice. Such notice, claim, demandor correspondence shall be deemed to have been given on the date of the actual delivery thereof tothe Party receiving such notice, or, if receipt is refused or rejected, upon attempted delivery.**20.** **DISPUTE RESOLUTION** 20.1. INITIAL NOTICE     Either Party may initiate dispute resolution procedures by sending written notice (the***“Initial Notice”***) to the other Party specifically stating the complaining Party’s claim andrequesting dispute resolution in accordance with this Article 20. The Parties shallattempt in good faith to resolve any dispute arising out of or relating to this Agreement promptlyby negotiation between executives who have authority to settle the controversy and who are at ahigher level of management than the persons with direct responsibility for administration of thiscontract. Within 10 Business Days after delivery of the Initial
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Notice, the receiving Party shall submit to the other a written response. The Initial Noticeand response shall include (a) a statement of that Party’s position and a summary of argumentssupporting that position, and (b) the name and title of the executive who will represent that Partyand of any other person who will accompany the executive. Within 25 Business Days after deliveryof the Initial Notice, the executives of both Parties shall meet at a mutually acceptable time andplace, and thereafter as often as they reasonably deem necessary, to attempt to resolve thedispute. All negotiations pursuant to this clause are confidential and shall be treated ascompromise and settlement negotiations for purposes of applicable rules of evidence. 20.2. PROCEEDINGS     Any dispute arising out of or relating to this Agreement, including the breach, termination orvalidity thereof, which has not been resolved by negotiation between executives herein within 45Business Days after delivery of the Initial Notice, shall be finally resolved by arbitration inaccordance with the CPR Rules for Non-Administered Arbitration then currently in effect by threearbitrators appointed by CPR under the terms of CPR Rule 6; provided, however, that if one Partyfails to participate in negotiation as agreed herein, the other Party can commence arbitrationprior to the expiration of the time periods set forth above. The arbitration shall commence uponthe receipt of a notice of arbitration by either Party. The arbitration shall be governed by theFederal Arbitration Act, 9 U.S.C. §§ 1 et seq. and the Texas Arbitration Act, TEX. CIV. PRAC. &REM. CODE §§ 171.000 et seq., to the extent applicable and not in conflict with the FederalArbitration Act. The arbitrators shall render a reasoned award, and judgment upon the award may beentered by any court having jurisdiction thereof. The place of the arbitration shall be Houston,Texas. Unless the Parties to this Agreement agree in writing otherwise, the arbitrators shall nothave the power to award, nor shall they award, any punitive or consequential damages (howevernominated); however, the arbitrators may award specific performance where appropriate. Each Partyshall pay its own attorneys fees and costs, and each Party shall pay one-half of the arbitrators’fees and costs, no matter which side prevails. Except as required by law or necessary to confirmor enforce an award, all proceedings hereunder shall remain confidential. 20.3. PRELIMINARY INJUNCTIONS; PERFORMANCE PENDING RESOLUTION     Notwithstanding the foregoing, either Party may request preliminary injunctive and/orequitable relief from a court of competent jurisdiction at any time before an arbitrator has beenselected in order to protect the rights or property of such Party pending the resolution of thedispute as provided hereunder. Despite such action the Parties will continue to participate in theprocedures specified in this Agreement. Each Party is required to continue to perform itsobligations under this Agreement pending final resolution of any dispute arising out of or relatingto the Agreement, unless to do so would be impossible or impracticable under the circumstances.**21.** **STATEMENTS, AUDIT**     On or before the 15th Business Day of the Month following the Month of delivery,Buyer shall deliver to Seller a statement showing for the Month of delivery the amount and type ofRaw Product delivered for sale hereunder, and the applicable NGL Component price(s). Payment shallbe made by Buyer within 10 days after its delivery of the statement. Buyer may net againstpayments owed to Seller under this Agreement any outstanding payments owed by Seller to Buyer underthis Agreement. If Seller in good faith disputes all or part of any statement or payment, thenSeller shall provide Buyer with a written notice and explanation of the basis for the dispute, butshall have no right to suspend performance under this Agreement.     Subject to the limitations set forth in the following paragraph, if an error is discovered inany statement or payment, then the Party entitled to receive such payment shall be paid by theother Party within 10 days after issuance of a corrected invoice, together with interest at theBase Rate.     For a period of 24 Months from the date of any statement or invoice, each Party and its dulyauthorized representatives shall have access to the accounting records and other documentsmaintained
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by the other Party which relate to the Raw Product being delivered under this Agreement andany other matters covered by this Agreement and shall have the right to audit such records andother documents once a year in the offices of the Party to be audited at any reasonable time ortimes upon at least 15 Days prior written notice Neither Party shall make any claim on the otherfor any adjustment 24 Months after the date of any statement or invoice.**22.** **TAXES**     Seller shall be responsible for any royalties, overriding royalties, and other payments due orto become due on the hydrocarbons which are subject to this Agreement. Seller shall be liable forand shall pay, or cause to be paid, or reimburse Buyer if Buyer has paid, all taxes applicable tothe sale of Raw Product by Seller to Buyer hereunder. SELLER SHALL RELEASE, INDEMNIFY, DEFEND ANDHOLD BUYER, ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALLCLAIMS ARISING OUT OF OR RELATING TO THE PAYMENT OF ANY TAXES, ROYALTIES, OVERRIDING ROYALTIES ANDOTHER PAYMENTS DUE OR TO BECOME DUE ON THE RAW PRODUCT AND WHICH SELLER IS OBLIGATED TO PAY UNDERTHIS AGREEMENT.**23.** **LIMITATION OF LIABILITY**     Neither Party shall be liable to the other Party for any indirect, incidental, punitive,exemplary, consequential or special damages save and except only to the extent such damages areimposed on a Party entitled to indemnity under the terms of this Agreement in favor of anunaffiliated third party and such damages arise from an underlying claim, liability or damagesagainst which such Party entitled to indemnity is indemnified by a Party to this Agreement.**24.** **CONFLICTS OF INTEREST**     No director, employee or agent of either Party shall give or receive any commission, fee,rebate, gift or entertainment of significant cost or value in connection with this Agreement. Anyrepresentative(s) authorized by either Party may, at its sole expense, audit the applicable recordsof the other Party solely for the purpose of determining whether there has been compliance withthis Section 24.**25.** **CONDUCT OF PARTIES’ BUSINESS**     Each Party in the performance of this Agreement is engaged in an independent business andnothing herein contained shall be construed as giving either Party any right to control the otherParty in any way in the performance of the other Party’s business. Neither Party shall have anyright to exercise control over any of the other Party’s employees, representatives, agents orcontractors of any level except to the extent of any safety requirements for delivery of RawProduct under this Agreement. All employees, representatives, agents or contractors of any levelof a Party shall be entirely under the control and direction of that Party, which shall be entirelyresponsible for their actions and omissions.**26.** **GOVERNING LAW**     THIS AGREEMENT SHALL BE SUBJECT TO THE JURISDICTION OF, GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, INCLUDING THE UNIFORM COMMERCIAL CODE EXCEPT ASOTHERWISE SPECIFIED HEREIN, WITHOUT REGARD TO ANY CONFLICT OF LAWS RULES THAT MAY DIRECT THEAPPLICATION OF THE LAW OF ANY OTHER JURISDICTION.**27.** **CONFIDENTIALITY**     Each Party agrees that it shall not disclose Confidential Information whether acquired beforeor after the Effective Date, to any third party other than each Party’s officers, directors,employees, advisors
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or representatives who need to know and agree to maintain the confidentiality of theConfidential Information (collectively,***“Representatives”***) during the Term and for a period of notmore than three years after the end of the Term. Each Party shall be responsible for any breach ofthis Agreement by its Representatives.     Notwithstanding anything contained in this Section 27, Confidential Information may bedisclosed to any governmental, judicial or regulatory authority requiring such ConfidentialInformation, provided that: (i) such Confidential Information is submitted under applicableprovisions, if any, for confidential treatment by such governmental, judicial or regulatoryauthority; (ii) prior to such disclosure, the Party who supplied the information is given notice ofthe disclosure requirement so that it may take whatever action it deems appropriate, includingintervention in any proceeding and the seeking of an injunction to prohibit such disclosure; and(iii) the Party subject to the governmental, judicial or regulatory authority endeavors to protectthe confidentiality of any Confidential Information to the extent reasonable under thecircumstances and to use its good faith efforts to prevent the further disclosure of anyConfidential Information provided to any governmental, judicial or regulatory authority.**28.** **SEVERABILITY**     The invalidity of any one or more covenants or provisions of this Agreement shall not affectthe validity of any other provisions hereof or this Agreement as a whole, and in case of any suchinvalidity, this Agreement shall be construed to the maximum extent possible as if such invalidprovision had not been included herein.**29.** **NO THIRD PARTY BENEFICIARY**     Nothing in this Agreement shall entitle any Person other than Seller or Buyer, or theirsuccessors or assigns, to any claim, cause of action, remedy or right of any kind relating to thetransaction(s) contemplated by this Agreement.**30.** **WAIVER**     Waiver by either Party of the breach of any provision(s) hereof by the other Party shall notbe deemed to be a waiver of the breach of any other provision(s) hereof or of any subsequent orcontinuing breach of such provision(s).**31.** **ENTIRE AGREEMENT — ALTERATIONS OR AMENDMENTS**     This Agreement contains the entire agreement of the Parties respecting the matters addressedherein and no oral promises, agreements or warranties shall be deemed a part hereof, nor shall anyalteration or amendment of this Agreement, or waiver of any of its provisions, be binding uponeither Party hereto unless the same be in writing and signed by both Parties.**32.** **COMPLIANCE WITH LAWS**     The Parties shall comply with all Applicable Laws in the performance of their respectiveobligations under this Agreement.**33.** **HEADINGS**     The headings of the Articles, Sections and Paragraphs of this Agreement are for convenience ofreference only and shall not constitute a part, nor modify, define or limit any of the terms orprovisions, hereof.
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**34.** **SURVIVAL**     The provisions of Articles 15, 17, 20, 23, 26 and27 shall survive any expiration or termination of this Agreement.**35.** **FURTHER ASSURANCES**     Each Party shall take such acts and execute and deliver such documents as may be reasonablyrequired to effectuate the purposes of this Agreement.**36.** **RULES OF CONSTRUCTION**     In construing this Agreement, the following principles shall be followed: (a) No consideration shall be given to the fact or presumption thatone Party had a greater or lesser hand in drafting this Agreement.  (b) Examples shall not be construed to limit, expressly or byimplication, the matter they illustrate.  (c) The word “includes” and its syntactical variants mean“includes, but is not limited to” and corresponding syntactical variantexpressions.  (d) The plural shall be deemed to include the singular and viceversa, as applicable.  (e) Unless the context otherwise requires, any reference to astatutory provision (including those contained in subordinate legislation) is areference to the provision as amended or re-enacted, or as modified by otherstatutory provisions from time to time, and includes subsequent legislationmade under the relevant statute.               Accepted and Agreed to:   Accepted and Agreed to:                 **Targa Texas Field Services LP**   **Targa Liquids Marketing and Trade**                 By: Targa Resources Texas GP, LLC,