Re: Non-Disclosure Agreement

Delaware is fine.

Mark Greenberg@ENRON
06/05/2001 03:59 PM

To: Richard B Sanders/HOU/ECT@ECT
cc:
Subject: Non-Disclosure Agreement

Richard -

I have a company with whom we are negotiating a non-disclosure agreement. We
have been working off of their form, but have inserted our arbitration
language. We have put in New York as the operative law and they have
responded with either Minnesota (their home jurisdiction) or Delaware (the
state of their incorporation). I have told them that Minnesota will not work
and that we prefer NY, but they are holding the line on having Delaware.

Do we have a problem with Delaware for jurisdiction? Also, this is a
non-disclosure agreement and any subsequent agreement would have to be
negotiated as to forum.

Thanks for your response.

Mark
Senior Counsel, EWS
Phone: 713-345-8897
Facsimile: 713-646-3490
E-Mail: Mark.Greenberg@enron.com