Re: Confidentiality provisions in various forms

By forwarding this to you, I am requesting each of you to consider putting
this type of language in any contract or contract form which you are
responsible for if you have a confidentiality provision which limits an Enron
entities' disclosing the contract. bng
Shawna, thank you for providing this language: please make this change
immediately to our form purchase of reserves contract, thanks bng
----- Forwarded by Barbara N Gray/HOU/ECT on 09/20/2000 09:16 AM -----

Barbara N Gray
09/20/2000 09:16 AM

To: Kay Mann/Corp/Enron@ENRON
cc: Barton Clark/HOU/ECT@ECT, Bob Carter/HOU/ECT@ECT, Ed B Hearn
III/HOU/ECT@ECT, Julia Murray/HOU/ECT@ECT, Lisa Mellencamp/HOU/ECT@ECT, Matt
Maxwell/Corp/Enron@ENRON, Peggy Banczak/HOU/ECT@ECT, Sheila
Tweed/HOU/ECT@ECT, Stuart Zisman/HOU/ECT@ECT
Subject: Re: Confidentiality provisions in various forms

Kay, you bring up an excellent point. We have addressed this issue in at
least two of the form contracts that I am familiar with; however, I believe
only recently. See Section 7.5 of our Dedicated Reserves Form Contract
provides:

".......Buyer shall not disclose ......to any third party(other than the
Party's and its affiliates' employees, lenders, counsel, accountants or
prospective purchasers of any contract rights, general intangibles or
accounts hereunder,[ it does not say this in our current form, however I
would suggest considering adding here "whether in an asset sale , financing
or equity transaction"] in each case who have agreed to keep such terms
confidential")...................

Sec tion 8.8 of the Enfolio Master Purchase / Sale (natural Gas) form
contract contains a similar provision.

Kay Mann@ENRON
09/19/2000 12:04 PM

To: Sheila Tweed/HOU/ECT@ECT, Julia Murray/HOU/ECT@ECT, Barbara N
Gray/HOU/ECT@ECT, Barton Clark/HOU/ECT@ECT, Bob Carter/HOU/ECT@ECT, Stuart
Zisman/HOU/ECT@ECT, Lisa Mellencamp/HOU/ECT@ECT, Ed B Hearn III/HOU/ECT@ECT,
Matt Maxwell/Corp/Enron@ENRON, Peggy Banczak/HOU/ECT@ECT
cc:
Subject: Confidentiality provisions in various forms

I think all of us who deal with assets are running across confidentiality
hurdles in all kinds of agreements, including confidentiality agreements. In
short, our business people need the ability to disclose agreements to
potential purchasers of projects, contracts and assets, and not all of our
forms allow this.

I'm trying to include an exception for "potential lenders and investors"
whenever I can (instead of just lenders). Does someone have a more artful or
effective solution?

Just wanted to share the thought so that more eyes could be watching for the
issue.

Kay