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Enron Mail |
Hi Louise / Jay
If you can help shed any light on your vendor relationship with Legato and Rational, and whether you believe there is scope for reviewing these licenses with a view to changing the relevant license agreements, that would be extremely helpful. We understand that both these products would be critical components to running the Netco systems. Thx Ursula -----Original Message----- From: Roger.Ross Sent: 05 January 2002 18:07 To: bwells Cc: Roger.Ross; stephen.kahn; Mills, Ursula Subject: RE: Service Bureau Prohibitions Thanks Bert. As promised, I am following up with E Company on the various assigned agreements that prohibit providing service to a third party. Feel free to have Ursula pursue the question simultaneously. I am also looking into what services the parties intend Fire to provide for transition as this is not a part of the transaction that I have been following closely to date. Roger "Wells, Bert" <bwells@cov.com< on 01/05/2002 01:46:31 PM cc: "'ursula.mills@ubsw.com'" <ursula.mills@ubsw.com< Subject: RE: Service Bureau Prohibitions < This message is from a law firm and may contain information that < is confidential or legally privileged. If you are not the < intended recipient, please immediately advise the sender by < reply e-mail that this message has been inadvertently < transmitted to you and delete this e-mail from your system. < Thank you for your cooperation. < < < Steve and Roger, < < We are reviewing a sampling of third party software licenses E < Company entered and seem to have found two licenses not < previously noted by E Company as containing an express < prohibition on use as part of a service bureau. As I discussed < with Roger briefly yesterday, this we assume is as much an issue < for you as it would be for us because operation of the IT on a < service bureau basis initially is a key mutual expectation. < Both licenses are listed on your draft Schedule 2.1(f)(i) to the < Contribution Agreement so I'm guessing they are material to the < Business and the relevant software would have to be operated for < U Company's benefit. U Company hasn't spoken to any E Company < IT personnel to learn the significance of the affected software, < but Ursula Mills is planning to raise the question with Jay Webb < or another appropriate person. < The two licenses are: 1. Enterprise Software License Agreement between Legato Systems, Inc. and [E] Corp, dated as of Sept. 27, 2001, respecting numerous software products generally branded with the names NetWorker, GEMS, Celestra, Octopus and others. Section 2.2 provides: "Restrictions on Use. Licensee shall not, and shall not aid, abet or permit any third party to: . . . (iii) . . . use for timesharing or service bureau purposes or otherwise use . . . the Software . . . for the benefit of third parties . . . ." 2. Products License Agreement #3185 Modified for [E] Corp, issued by Ration Software Corp., dated as of Feb. 17, 1998, respecting various software products branded Clearcase, Rational, Purify, and Quantify and others. Section 1.1 provides: "General Grant of License. . . . You may not rent, lease or use the Product in a service bureau capacity. . . . ." We continue to review the agreements for the Service Bureau issue as it is the most pressing from a time perspective. We have already found several ambiguous licenses and will bring those to your attention as a group later. If other express provisions such as the above turn up, I will let you know on a case by case basis as this issue is one our IT personnel are taking seriously. Bert < .................................................... < Bert Wells < Covington & Burling < 1330 Avenue of the Americas < New York, New York 10019 < (212) 841-1074 (voice) < (212) 841-1010 (fax) < bwells@cov.com < .................................................... < **********NOTE********** The information contained in this email message is intended only for use of the individual or entity named above. If the reader of this message is not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by telephone (650-802-3000), and destroy the original message. Thank you. Received: from ln4p1013pos.ldn.swissbank.com (ln4p1013pos.ldn.swissbank.com [172.16.232.64]) by ln16p1175.ldn.swissbank.com (8.8.6 (PHNE_14041)/8.8.6/WDR gamma evision: 1.4 $) with ESMTP id XAA09294 for </S=Mills/G=Ursula/I=/Q=/@ln16p1175.ldn.swissbank.com<; Sat, 5 Jan 2002 23:20:19 GMT From: Roger.Ross@weil.com Received: from virscan3.swissbank.com (virscan3.swissbank.com [192.168.0.6]) by ln4p1013pos.ldn.swissbank.com (8.8.8/8.8.8) with ESMTP id XAA26152 for <ursula.mills@ubsw.com<; Sat, 5 Jan 2002 23:20:17 GMT Received: from gate2.ldn.ubswarburg.com (virscan3 [192.168.0.6]) by virscan3.swissbank.com (8.8.8/8.8.8) with ESMTP id XAA29144 for <ursula.mills@ubsw.com<; Sat, 5 Jan 2002 23:18:45 GMT Received: (from smap@localhost) by gate2.ldn.ubswarburg.com (8.8.8/8.8.8) id XAA27124 for <ursula.mills@ubsw.com<; Sat, 5 Jan 2002 23:20:16 GMT Received: from <Roger.Ross@weil.com< (mail.nycl.twtelecom.net [216.54.204.190]) by gate2 via smap (V2.0) id xma027112; Sat, 5 Jan 2002 23:20:07 GMT Received: from ip201.weil.com (ip201.weil.com [64.132.60.201]) by mail.nycl.twtelecom.net (Postfix) with SMTP id 956B6331D5; Sat, 5 Jan 2002 17:14:56 -0600 (CST) Received: from no.name.available by ip201.weil.com via smtpd (for mail.nycl.twtelecom.net [216.54.204.190]) with SMTP; 5 Jan 2002 23:05:30 UT Received: from 115.1.100.5 by wtalk-ny01.weil.com with ESMTP (Tumbleweed MMS SMTP Relay (MMS v4.7)); Sat, 05 Jan 2002 18:13:11 -0500 X-Server-Uuid: 009e143c-f45b-11d3-ab0f-00508ba380d8 Subject: RE: Service Bureau Prohibitions To: "Wells, Bert" <bwells@cov.com< Cc: stephen.kahn@weil.com, "'ursula.mills@ubsw.com'" <Ursula.Mills@ubsw.com< Date: Sat, 5 Jan 2002 15:07:05 -0800 Message-ID: <OFCD1BF650.C7888A08-ON88256B38.007E5CCA@weil.com< X-MIMETrack: Serialize by Router on SMTP-NY01/LS/WGM/US(Release 5.0.8 |June 18, 2001) at 01/05/2002 06:11:04 PM MIME-Version: 1.0 X-WSS-ID: 1029570D440368-01-01 Content-Type: text/plain; charset="us-ascii" Content-Transfer-Encoding: 7bit Visit our website at http://www.ubswarburg.com This message contains confidential information and is intended only for the individual named. 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