INVOICE DETAILING SUCH COSTS INCURRED; PROVIDED,
HOWEVER, THAT KAN AM SHALL NOT BE ENTITLED TO INVOICE TMLP MORE THAN ONCE EACH
CALENDAR QUARTER.
D.
KAN AM ACKNOWLEDGES AND AGREES THAT IT
SHALL NOT CHARGE THE KAN AM UNITHOLDERS ANY FEES OR SEEK OR RECEIVE ANY
REIMBURSEMENT FROM THE KAN AM UNITHOLDERS FOR ANY OF THE SERVICES PROVIDED OR
RELATED TO THIS AGREEMENT.
6.
Status of the Parties.
It is expressly
understood and agreed that Kan Am shall act as an independent contractor and
agent of TMLP in the performance of this Agreement.
No provision hereof shall
be deemed or construed to create a partnership or a joint venture between Kan Am
and TMLP.
7.
Term and Termination of this Agreement.
A.
TERM.
THE INITIAL TERM ("INITIAL
TERM") OF THIS AGREEMENT SHALL COMMENCE WITH THE EFFECTIVE DATE AND, UNLESS
SOONER TERMINATED AS HEREIN PROVIDED, SHALL CONTINUE FOR A PERIOD OF TWO
(2) YEARS, AND SHALL AUTOMATICALLY RENEW FOR ONE (1) YEAR SUCCESSIVE PERIODS
(EACH, A "RENEWAL TERM") FOLLOWING THE EXPIRATION OF THE INITIAL TERM AND EACH
RENEWAL TERM.
EITHER PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT
EFFECTIVE ON THE LAST DAY OF THE INITIAL TERM OR ANY RENEWAL TERM BY WRITTEN
NOTICE TO THE OTHER PARTY NOT LESS THAN NINETY (90) DAYS PRIOR TO THE EXPIRATION
OF THE INITIAL TERM OR SUCH RENEWAL TERM, AS APPLICABLE.
B.
TERMINATION BY TMLP.
THIS AGREEMENT MAY
BE TERMINATED FOR CAUSE BY TMLP IN THE EVENT OF BREACH BY KAN AM OF ITS
OBLIGATION UNDER THIS AGREEMENT, WHICH BREACH IS NOT CURED WITHIN THIRTY DAYS
AFTER NOTICE BY TMLP.
C.
TERMINATION BY KAN AM.
THIS AGREEMENT
MAY BE TERMINATED FOR CAUSE BY KAN AM IN THE EVENT:
(i)
that Kan Am fails to receive payment of
any amount due to Kan Am hereunder, and such failure continues for a period of
ten (10) days after Kan Am's written notice thereof to TMLP; and
9
(ii)
of breach by TMLP of its obligation under
this Agreement, which breach is not cured within thirty days after notice by Kan
Am.
D.
SURVIVAL.
NO TERMINATION OF THIS
AGREEMENT SHALL AFFECT ANY OBLIGATION OWING BY ANY PARTY HERETO WHICH ACCRUED
PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION.
THE PROVISIONS AND TERMS OF
SECTIONS 8, 9 AND 13 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS
AGREEMENT.
8.
Confidentiality.
A.
COVENANT.
KAN AM AGREES THAT IT WILL
NOT, AT ANY TIME DURING THE TERM OF THIS AGREEMENT OR AFTER ITS TERMINATION,
REVEAL, DIVULGE, OR MAKE KNOWN TO ANY PERSON, FIRM, CORPORATION OR OTHER
BUSINESS ORGANIZATION, ANY CUSTOMERS' LISTS, TRADE SECRETS, COST FIGURES AND
PROJECTIONS, PROFIT FIGURES AND PROJECTIONS, OR ANY OTHER SECRET OR CONFIDENTIAL
INFORMATION WHATSOEVER, USED OR GAINED BY KAN AM DURING PERFORMANCE UNDER THIS
AGREEMENT EXCEPT (I) AS MAY BE REQUIRED BY LAW, REGULATION, JUDICIAL OR
ADMINISTRATIVE PROCESS, OR (II) TO THE EXTENT SUCH INFORMATION (A) SHALL HAVE
OTHERWISE BECOME PUBLICLY AVAILABLE (INCLUDING, WITHOUT LIMITATION, ANY
INFORMATION FILED WITH ANY GOVERNMENTAL AGENCY AND AVAILABLE