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Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Shawna Flynn X-To: Elizabeth Sager X-cc: X-bcc: X-Folder: \Elizabeth_Sager_Dec2000\Notes Folders\Notes inbox X-Origin: Sager-E X-FileName: esager.nsf it boggles the mind ----- Forwarded by Shawna Flynn/HOU/ECT on 12/06/2000 01:23 PM ----- Marcus Nettelton@ENRON 11/30/2000 08:49 AM To: Shawna Flynn/HOU/ECT@ECT cc: Subject: Re: Intellectual Property Rights Protection in Confidentiality Agreements What do you think? ---------------------- Forwarded by Marcus Nettelton/NA/Enron on 11/30/2000 08:47 AM --------------------------- From: Alan Aronowitz@ECT on 11/29/2000 06:40 PM To: Marcus Nettelton/NA/Enron@ENRON cc: Mark Greenberg/NA/Enron@ENRON Subject: Re: Intellectual Property Rights Protection in Confidentiality Agreements Thanks for your replies. One area that has concerned me is the possibility of a claim by our CA counterparty that we developed an idea using in part their information, when in fact we independently developed the concept. have seen some CA's that expressly address this as an exception to the definition of Confidential Information. Also, how should we address the point Mark raised about the development of ideas jointly while in discussions with the counterparty. I Let's get together to talk further about this next week when Mark G. gets back from Canada. I'll set up the meeting. Alan Marcus Nettelton@ENRON 11/29/2000 05:40 PM To: Mark Greenberg/NA/Enron@ENRON cc: Alan Aronowitz/HOU/ECT@ECT Subject: Re: Intellectual Property Rights Protection in Confidentiality Agreements Not quite sure what you mean by "information developed" from a value or exploitation perspective, or understand the exposure you believe we have under our existing, well drafted confidentiality agreements, to which I take no credit whatsoever, unfortunately. We should not be using the information disclosed by a counterparty for any purpose other than to evaluate and negotiate any possible transaction with that counterparty. To use it for any other purpose would be in breach of the confidentiality agreement. Since we are discussing the information and disclosing it to each other it is caught by the confidentiality undertakings. If we develop any information independently without the benefit of any confidential information received from the disclosing counterparty, then of course we can claim it as ours, before expiry of the term of the confidentiality agreement, and protect it accordingly and the counterparty would have to establish that we did not develop it independently without the benefit of their confidential information. During the period of the confidentiality agreement, ownership of information that we developed using a counterparty's confidential information is not an issue, since we can only use it for the purposes set out in the relevant confidentiality agreement. If we want to use it for any other purpose, during the term of the confidentiality agreement, we will need to reach agreement with the counterparty as to any rights for exploitation in a substantive agreement, recognising that we may will be mixing intellectual property rights. Regards Marcus Mark Greenberg 11/27/2000 04:46 PM To: Alan Aronowitz/HOU/ECT@ECT cc: Marcus Nettelton/NA/Enron@ENRON Subject: Re: Intellectual Property Rights Protection in Confidentiality Agreements Alan - I agree that we need to make some revisions and, having read Marcus' comments, I agree also that broad language covers the general concepts. I believe ownership of information developed during discussions will be the hot area, especially where we are discussing projects with companies while we developed parallel projects. These situations make Enron an easy target. Though the general language of the agreement covers this generally, enhanced language should be considered. Please let me know if you want to pursue this further. Mark Senior Counsel, ENA Phone: 713-345-8897 Facsimile: 713-646-3940 E-Mail: Mark.Greenberg@enron.com Alan Aronowitz@ECT 11/27/2000 02:55 PM To: Mark Greenberg/NA/Enron@ENRON, Marcus Nettelton/NA/Enron@ENRON cc: Subject: Intellectual Property Rights Protection in Confidentiality Agreements I have been thinking that we should enhance our Confidentiality Agreement forms to address IP issues to protect Enron's interests. Do you concur that we should do something? If so what modifications should be made? Peter Mims, the VE lawyer at the offsite last Octobe, might be a good person to work with on this project. Advise me of your thoughts. Alan
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