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Enron Mail |
Mark,
This is acceptable to BEA. Shall I insert this into the latest version of the NDA letter in anticipation of Enron's approval, or just hold tight until I hear from you? Steve Mark.Greenberg@enron.com wrote: < Steve - < < Thanks for the response. I wanted to focus on the non-solicitiation < provisions as this is as important to us as it is to BEA. I have attached < below a copy of more "standard" language that we would like to see in a < mutual non-solicitation situation. Please take a look at this and let me < know your thoughts. < < There is an internal process that must be followed in approving a mutual < non-solicitation provision. Accordingly, if this language is acceptable, < please let me know as soon as possible so that I can initiate the process. < < I will be out of the office for the next few days, but will be getting my < e-mail messages (usually at night). < < Thanks for the cooperation. < < (See attached file: BEA - nonsolicit language.doc) < < Mark < Senior Counsel, EWS < Phone: 713-345-8897 < Facsimile: 713-646-3490 < E-Mail: Mark.Greenberg@enron.com < < < Steve Howarth < <steve.howart To: Mark.Greenberg@enron.com < h@bea.com< cc: Tana.Jones@enron.com, Mike Thack < <mike.thack@bea.com<, Francis Minor < 05/01/2001 <fminor@bea.com< < 06:59 PM Subject: BEA - ENRON: NONDISCLOSURE < AGREEMENT/LETTER] < < < Mark, < < Thanks for the feedback. I think that the only open issue is the < Section 5 < nonsolicitation provision. BEA has a corporate policy against < nonsolicitation commitments, < primarily because of the administrative burden in keeping track of such < obligations. Of < course, it would be extremely short sighted of BEA to target a customer's < employees. The < only way that BEA could consider any such commitment would be to make the < provisions < mutual. As a practical matter, BEA is more at risk of having a customer < solicit its < employees - who are experts with the BEA software in which a customer is < interested - than < is our customer whose employees are experts at the customer's business in < which BEA is not < engaged. < < I have attached a revised draft of the NDA letter in which I have < incorporated your < feedback and added in a mutual nonsolicitation provision. < < Does this work for you? < < Regards, < < Steve < < Mark.Greenberg@enron.com wrote: < < < Steve - < < < < Thanks for the comments. Here are my responses: < < < < 1. Introductory Paragraph - Section (a) is unacceptable as this places < an < < administrative burden on Enron that currently does not exist. Section < (b) < < is acceptable. < < < < 2. Paragraph 3 - Changes are acceptable. < < < < 3. Paragraph 4 - Changes in this section are acceptable, however, it is < < Enron's strong preference that no indemnity language be included. < < < < 4. Paragraph 5 - Deletion of this provision is unacceptable. < < < < 5. Paragraph 6 - This deletion is fine. < < < < 6. Paragraph 7 - This change is acceptable. < < < < 7. Paragraph 9 - This change is acceptable. < < < < If we still need to discuss the above items, please call me. Otherwise, < < please confirm that we can move forward based upon your changes and < Enron's < < responses. < < < < Thanks. < < < < Mark < < Senior Counsel, EWS < < Phone: 713-345-8897 < < Facsimile: 713-646-3490 < < E-Mail: Mark.Greenberg@enron.com < < < < < < Steve Howarth < < <steve.howart To: mark.greenberg@enron.com < < h@bea.com< cc: < < Subject: [Fwd: BEA - ENRON: < NONDISCLOSURE < < 05/01/2001 AGREEMENT/LETTER] < < 11:52 AM < < < < < < < < Mark, < < < < Sorry, but I misspelled your name when I first sent the following < < message this morning. < < < < Regards, < < < < Steve < < < < X-Mozilla-Status2: 00000000 < < Message-ID: <3AEEE8FB.2FBD727D@bea.com< < < Date: Tue, 01 May 2001 10:48:59 -0600 < < From: Steve Howarth <steve.howarth@bea.com< < < X-Mailer: Mozilla 4.61 [en] (Win98; I) < < X-Accept-Language: en < < MIME-Version: 1.0 < < To: mark.greenburg@enron.com < < CC: Francis Minor <fminor@bea.com<, Mike Thack <mike.thack@bea.com<, < < Chuck Hixson <chuck.hixson@bea.com< < < Subject: BEA - ENRON: NONDISCLOSURE AGREEMENT/LETTER < < Content-Type: multipart/mixed ; boundary=" < < ------------2161B611D0F97A4065FF80B8" < < < < Mark, < < < < I have been asked to review the proposed NDA/letter submitted by < < Enron to BEA. Attached are redlined and clean versions of Rev2 of the < < letter showing our proposed modifications. If this Rev2 is acceptable, < < I will be pleased to print, sign and return to you the clean version on < < BEA's behalf. < < < < Please feel free to contact me at 720.528.6007 if you have any < < questions. < < < < Regards, < < < < Steve < < < < (See attached file: ENRON NDA 01 05 01, rev2redline.doc) < < (See attached file: ENRON NDA 01 05 01, rev2clean.doc) < < (See attached file: steve.howarth.vcf) < < (See attached file: steve.howarth.vcf) < < < < < ------------------------------------------------------------------------ < < Name: ENRON NDA 01 05 01, < rev2redline.doc < < ENRON NDA 01 05 01, rev2redline.doc Type: Winword File < (application/msword) < < Encoding: base64 < < < < Name: ENRON NDA 01 05 01, < rev2clean.doc < < ENRON NDA 01 05 01, rev2clean.doc Type: Winword File < (application/msword) < < Encoding: base64 < < (See attached file: ENRON NDA 01 05 01, rev3redline.doc) < (See attached file: ENRON NDA 01 05 01, rev3clean.doc) < (See attached file: steve.howarth.vcf) < < ------------------------------------------------------------------------ < Name: BEA - nonsolicit language.doc < BEA - nonsolicit language.doc Type: Winword File (application/msword) < Encoding: base64 < < Name: ENRON NDA 01 05 01, rev3redline.doc < ENRON NDA 01 05 01, rev3redline.doc Type: Winword File (application/msword) < Encoding: base64 < < Name: ENRON NDA 01 05 01, rev3clean.doc < ENRON NDA 01 05 01, rev3clean.doc Type: Winword File (application/msword) < Encoding: base64 - steve.howarth.vcf
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