THE INTERNAL REVENUE SERVICE. THE TAX MATTERS
PARTNER SHALL, WITHIN TEN (10) BUSINESS DAYS THEREOF, ADVISE EACH PARTNER IN
WRITING OF THE SUBSTANCE OF ANY CONVERSATION HELD WITH ANY REPRESENTATIVE OF THE
INTERNAL REVENUE SERVICE.
(D) ANY REASONABLE COSTS INCURRED BY THE TAX MATTERS PARTNER FOR RETAINING
ACCOUNTANTS AND/OR LAWYERS ON BEHALF OF THE PARTNERSHIP IN CONNECTION WITH ANY
INTERNAL REVENUE SERVICE AUDIT OF THE PARTNERSHIP SHALL BE EXPENSES OF THE
PARTNERSHIP. ANY ACCOUNTANTS AND/OR LAWYERS RETAINED BY THE PARTNERSHIP IN
CONNECTION WITH ANY INTERNAL REVENUE SERVICE AUDIT OF THE PARTNERSHIP SHALL BE
SELECTED BY THE TAX MATTER PARTNER WITH THE REASONABLE APPROVAL OF CHENIERE.
(E) NOTWITHSTANDING THE PRECEDING PROVISIONS OF THIS SECTION 13.6, NO ACTION
SHALL BE TAKEN BY THE GENERAL PARTNER IN ITS CAPACITY AS TAX MATTERS PARTNER
WHICH MAY AFFECT THE TAX LIABILITY OF CHENIERE WITHOUT THE APPROVAL OF CHENIERE.
14.6
The Partnership Accountant.
The Partnership
shall retain an independent certified public accountant determined by the
General Partner as the regular accountant and auditor for the Partnership
("Partnership Accountant") or any other nationally-recognized independent
accounting firm designated by the General Partner and approved by Cheniere.
The
fees and expenses of the Partnership Accountant shall be a Partnership expense.
38
ARTICLE XV
NONDISCLOSURE OF INFORMATION
15.1
CONFIDENTIALITY.
(A) SUBJECT TO SECTION 15.1(B), ALL DISCLOSURES OF TRADE SECRETS, KNOW-HOW,
FINANCIAL INFORMATION OR OTHER CONFIDENTIAL INFORMATION MADE BY THE PARTNERSHIP
TO ANY PARTNER OR MADE BY ANY PARTNER UNDER OR IN CONNECTION WITH THIS
AGREEMENT, SHALL BE RECEIVED AND MAINTAINED IN CONFIDENCE BY THE RECIPIENT
DURING THE TERM HEREOF AND FOR THREE (3) YEARS AFTER DISSOLUTION OF THE
PARTNERSHIP AND EACH PARTNER SHALL TREAT ALL SUCH TRADE SECRETS, KNOW-HOW,
FINANCIAL INFORMATION OR OTHER CONFIDENTIAL INFORMATION AS CONFIDENTIAL EXCEPT:
(I)
AS TO THE PERSONS DIRECTLY RESPONSIBLE
FOR THE PERFORMANCE OF THE OBLIGATIONS OF THIS AGREEMENT AND FOR THE EFFECTIVE
OPERATION OF THE PARTNERSHIP;
(II)
AS TO THE PROFESSIONAL ADVISORS OF THE
PARTNERS AND THE PARTNERSHIP;
(III)
AS TO SUCH DISCLOSURES TO CUSTOMERS OF THE
PARTNERSHIP AS ARE NECESSARY FOR THE EFFECTIVE CARRYING ON OF BUSINESS BY THE
PARTNERSHIP;
(IV)
AS TO SUCH INFORMATION AS IS REQUIRED BY LAW
TO BE DISCLOSED BY THE PARTNERS OR THE PARTNERSHIP, INCLUDING, WITHOUT
LIMITATION, DISCLOSURES BY CHENIERE TO COMPLY WITH SECURITIES AND EXCHANGE
COMMISSION FILING REQUIREMENTS, AFTER PROVIDING FREEPORT GP PRIOR WRITTEN NOTICE
OF THE FORM AND CONTENT OF SUCH DISCLOSURE AND PROVIDING FREEPORT GP A
REASONABLE OPPORTUNITY TO COMMENT ON SUCH DISCLOSURE; AND
(V)
AS TO SUCH INFORMATION AS IS OR MAY FALL
WITHIN THE PUBLIC DOMAIN OTHERWISE THAN IN VIOLATION OF THE PROVISIONS OF THIS
SECTION 15.1.
(B) EACH PARTNER SHALL HAVE ACCESS TO CONFIDENTIAL INFORMATION, KNOW-HOW AND
WORK PRODUCT (INCLUDING THIRD-PARTY REPORTS AND AGREEMENTS) PRODUCED IN
CONNECTION WITH THE PROJECT.
EACH OF THE PARTNERS AND EACH OF THEIR RESPECTIVE
AFFILIATES IS ENTITLED TO USE ANY CONFIDENTIAL INFORMATION, INCLUDING ANY
KNOW-HOW AND THIRD-PARTY REPORTS, DOCUMENTS, AGREEMENTS OR WORK PRODUCTS, IN
CONNECTION WITH THE DEVELOPMENT OR OPERATION OF ANY OTHER BUSINESS OR VENTURE,