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Enron Mail |
FYI, update below.
We are trying to get our language in so we at least have a chance to do your idea. Muller (head of Corp. development) responded saying he will try to get the ideas in to the final agreement with Lance Schuler. Anne Koehler and I said McMahon supported these ideas. Basically trying to get the proper language at this (past the 11th hour) so Delainey's NewCo and a service company have a better idea of what the systems can be used for after NetCo. I don't think the existing agreements actually prohibit it but it is not as clear as it should be for a service company or NewCo wholesale. Thanks. GP -----Original Message----- From: Piper, Greg Sent: Monday, January 07, 2002 2:50 PM To: Koehler, Anne C. Cc: Detmering, Tim; 'roger.ross@weil.com'; Webb, Jay; Muller, Mark S.; Schuler, Lance (Legal) Subject: FW: template assignment and license agreement My suggestions and issues with the latest assignment and license agreement. First, I have not seen the Contribution Agreement so I don't know the definition of affiliate. Delainey's NewCo will be interested in that since the document licenses back all the applications to Enron and its affiliates. Also, if an affiliate becomes a 3rd party due to sell down or sale, we need the ability to continue the sub license to the 3rd parties. Second, section 2.2 says within 3 business days after Closing Date (as defined in Contribution Agreement) Assignor will deliver to Assignee one tangible copy of Source and Object Code and documentation. I don't think that follows the plan to duplicate everything by the end of January or early February then get going our separate ways. I am worried that Enron can't meet that 3 day demand since we are in a process together to copy everything. Webb should comment on this. Also, we need the ability to license the non-EOL applications to a third party so they can use them to offer and build a service company around them, including gas and power logistics and settlement. This 3rd party would not trade against NetCo but would offer mid and back office services to trading companies. This would actually benefit NetCo since this entity could improves scheduling and settlements in the industry. Existing NetCo management would understand this. Also, I think non-compete issues should be at the commercial level in the agreement, not the systems level so I would vote to remove in 3.1 (a) the language around sublicenses in the field of use with trading, etc. as we discussed today. I am not sure what trading means for this or other documents. Finally, in section 4.4, what are the prohibited commodities? Thanks. GP -----Original Message----- From: Roger.Ross@weil.com [mailto:Roger.Ross@weil.com] Sent: Monday, January 07, 2002 1:51 PM To: Piper, Greg Cc: ian.trumpower@weil.com; AMelville@weil.com; nancy.raber@weil.com Subject: template assignment and license agreement Greg: Here is a copy of the template assignment and license agreement. There is also a version for Wind that splits out the two into an upfront license to an Enron affiliate followed by an assignment to Wind subject to the license. Let me know if you need anything else on this front. Roger ---------------------- Forwarded by Roger Ross/SV/WGM/US on 01/07/2002 11:30 AM --------------------------- Ian Trumpower 01/07/2002 10:18 AM cc: Subject: FW: I assume one of you has the latest version of the Assignment and License Agreement -- please forward a copy to Greg Piper at greg.piper@enron.com Thanks, Ian ---------------------- Forwarded by Ian Trumpower/DA/WGM/US on 01/07/2002 12:02 PM --------------------------- "Koehler, Anne C." <Anne.C.Koehler@ENRON.com< on 01/07/2002 10:51:50 AM cc: Subject: FW: Could you please send a complete set of the template documents to Greg? Thanks. So far he has just received what is indicated in his email. -----Original Message----- From: Piper, Greg Sent: Friday, January 4, 2002 8:49 AM To: Koehler, Anne C. Subject: RE: Got the Schedules to Form of Contribution Agreement (Godiva?) draft 1/1 02 and the Form of Transition Services Agreement (Exhibit E) draft 1/3/02. Can I get the latest Exhibit C Assignment and License Agreement? Anything else that effects technology or operations? If possible, can I get the latest copy of the entire Purchase and Sale agreement (or is that confidential)? Thanks. GP -----Original Message----- From: Koehler, Anne C. Sent: Thursday, January 03, 2002 2:41 PM To: Piper, Greg; 'ian.trumpower@weil.com' Subject: RE: Please have a current version of the template documents sent to Greg Piper as soon as possible.. Thanks, Anne -----Original Message----- From: Piper, Greg Sent: Thursday, January 3, 2002 11:52 AM To: Koehler, Anne C. Cc: Detmering, Tim Subject: Can I get one copy (e-mail or hard) of the latest draft of all purchase and sale documents, including all the IT related stuff, on the sale of NetCo. Can I get it soon? Thanks. Greg Piper ********************************************************************** This e-mail is the property of Enron Corp. and/or its relevant affiliate and may contain confidential and privileged material for the sole use of the intended recipient (s). Any review, use, distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the recipient), please contact the sender or reply to Enron Corp. at enron.messaging.administration@enron.com and delete all copies of the message. This e-mail (and any attachments hereto) are not intended to be an offer (or an acceptance) and do not create or evidence a binding and enforceable contract between Enron Corp. (or any of its affiliates) and the intended recipient or any other party, and may not be relied on by anyone as the basis of a contract by estoppel or otherwise. Thank you. ********************************************************************** **********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. (Enron Assignment and License Agreement) (See attached file: n1bx11!.DOC)
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