MASTER SERVICE AGREEMENT, AGREEMENT FOR PROJECT SERVICES, PROJECT

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----- Forwarded by Michelle Cash/HOU/ECT on 06/09/2000 04:04 PM -----

Gene Diers@ENRON
06/09/2000 07:54 AM

To: Gary Buck/HOU/ECT@ECT, Michelle Cash/HOU/ECT@ECT, Tom O
Moore/NA/Enron@ENRON
cc: Carmen Ayala/HOU/ECT@ECT, Mark Holsworth/Corp/Enron@ENRON
Subject: MASTER SERVICE AGREEMENT, AGREEMENT FOR PROJECT SERVICES, PROJECT
WORK DESCRIPTIONS (LONG AND SHORT FORM)

I talked briefly to Carmen this morning about plans to revise the above
agreements and associated arrangements for processing them. ]

Since I am retiring on June 30, 2000, I have no territorial interest in what
happens but I think I would be remiss if I didn't at least offer a couple of
comments:

1. Taking the agreements in the name of Enron Corp. while irksome to some
has been effective. It allows any/all commercial companies to reference an
agreement. This provides for consistency not only in the manner in which
vendors treat different operating companies but also in the manner in which
we treat different vendors. I think it keeps vendors from employing a divide
and conquer approach.

2. The agreements need to be updated. I know that there are some reasons
for using two agreements, i.e., MASTER SERVICE AGREEMENT and AGREEMENT FOR
PROJECT SERVICES, but I would vote for combining them if the problems could
be worked out. It's not that the current agreements are bad but there is
some duplication, terms that are confusing, clauses that are missing, etc.,
all things that could be fixed rather easily.

3. I don't see why the agreements couldn't be generalized somewhat to cover
all kinds of professional services as opposed to just IT consulting.

4. If commercial companies need/want to sign PWD's, why can't we work out an
arrangement wherein the PWD is still subject to a Corporate master agreement
but the commercial company signs and indemnifies the corporation, e.g., for
anything that they might do on the PWD.

I realize that nobody has asked me and maybe I don't really understand what
it is that you are trying to accomplish in the modified processbut as I view
it with from an overall Enron Corp., I am concerned that we might be chunking
a methodology that has served us.

Thanks. gene