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Enron Mail |
Susan, Tri-States comments. I plan to give them Colorado law but to discuss
the other two with them. Let me know your thoughts. ----- Forwarded by Gerald Nemec/HOU/ECT on 09/11/2000 07:14 PM ----- "Nocera, Dave" <dnocera@tristategt.org< 09/08/2000 10:41 AM To: "'Gerald.Nemec@enron.com'" <Gerald.Nemec@enron.com< cc: "Bates, Jere" <jbates@tristategt.org<, "Stribling, Richard" <rstribling@tristategt.org< Subject: Confidentiality Agreement Gerald: Jere Bates asked that I comment on your redline of the confidentiality agreement that I helped draft. My comments are as follows: 1. Regarding the strikeout in Section 2 of the language concerning the obligations of Enron surviving termination, Tri-State is opposed to striking this. The information is not to be used at any time other than for the purpose set forth in the agreement, and the fact that Enron may cease to acquire new information should not relieve it of its obligation not to use information it has previously received for unintended purposes. We believe that language protects against that occurrence-and is consistent with the language in the last sentence of Section 5 as well. 2. Regarding Section 6, Tri-State is opposed to waiving consequential, punitive or exemplary damages because in our view, it is likely that many damages Tri-State would suffer as a result of a breach would not be direct or ordinary, but rather consequential. In addition, the right to recover punitive or exemplary damages is needed in our view to protect against blatant disregard for the terms of the agreement. We also believe that we should have three years to commence an action after termination. 3. Regarding Section 7(b), we believe Colorado law is appropriate since Tri-State is the party that would be bringing an action for breach and should have the benefit of doing so in accordance with the laws it is familiar with. Please feel free to call or e-mail me or Jere with a response. We are open to discussing these points, but do feel very strongly that our position is reasonable and appropriate. Thanks, Dave Nocera
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