Walmart contract form

Attached for your review and comments is a draft of the Master Electric
Services and Sales Agm we've been talking about. As discussed with Mike, I
used a combination of the Master Form that Mike has been circulating to the
business teams... and Mike's version of the Home Depot draft. I've also
incorporated certain provisions that Wal-Mart asked to include in the gas
contract that Marianne Castano drafted. You will see a number of provisions
bracketed and bold. Pls give me your thoughts on those and
Wal-Mart does not like arbitration and we deleted it in the gas contract.
Have talked with Bob Williams our Enron Corp litig expert and says we need to
hold firm on keeping arbitration if at all possible. Have kept arbitration
in the draft.
Mike S. and Jeff, Wal-Mart has the following standard provision it likes to
include: "Non-Interference: In exercising EESI's rights herein, we shall
not unreasonably interfere with your operations." Normally we avoid such
broad provisions but we agreed to include in the draft gas contract and draft
metering agreement. I did not add this to the draft. Thoughts?
MIke S. and Jeff, any problems with keeping the Mutual Indemnity, Walmart
asked for indemnity in gas contract and we agreed to include one.
Mike S. and Jeff, any problems with Severability provision?
Mike H. and Angela, do you want the Add Delete and Substitution provisions
that are in the draft (same as HD),
Walmart asked that we add a provision saying we'll use comm. reas. efforts to
mitigate Penalties in the Operational Change provision, I will add this to
the next draft.

Pls advise who at the Desk this draft should go to.

Below are the clean version, the blackline against Mike's HD draft and the
blackline against the Master form that Mike circulated to the business team
and lawyers 6-4.