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Enron Mail |
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 - ENRON NDA 01 05 01, rev3redline.doc - ENRON NDA 01 05 01, rev3clean.doc - steve.howarth.vcf
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