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Enron Mail |
Carol,
We have a significant amount of exposure with Mieco and may be heading down= =20 for a visit to Long Beach early next week for some due diligence. Our=20 exposure is at EPMI, ENA and Portland General. Can you review the CA and= =20 provide comments? Thanks, Bill -----Original Message----- From: Richard Lowell <rlowell@mieco.com<@ENRON =20 Sent: Wednesday, April 18, 2001 5:09 PM To: 'robin_thompkins@pgn.com'; Bradford, William S. Subject: Confidentiality Agreement Draft As Discussed =20 =20 =20 =20 =20 =20 CONFIDENTIALITY AGREEMENT WITH RESPECT TO THE=20 FINANCIAL INFORMATION PROVIDED BY MIECO INC. =20 This Confidentiality Agreement with respect to financial and/or=20 economic Information of Mieco Inc. (=01&Confidentiality Agreement=018) by a= nd=20 between Mieco Inc. hereinafter called =01&Discloser=018, and the undersigne= d party=20 whose name appears below (=01&Recipient=018). =20 WHEREAS, Discloser will disclose, prepare or supervise the preparatio= n=20 of certain Protected Information, as that term is defined in section 1=20 hereof, and Discloser has agreed to make certain Protected Information=20 available to Recipient, subject to the terms and conditions set forth in th= is=20 Confidentiality Agreement. =20 NOW THEREFORE, in consideration of the above promises and the mutual= =20 covenants set forth herein, Discloser and Recipient hereby agree as follows= : =20 1. DEFINITIONS. For purposes of this Confidentiality Agreement=20 =01&Protected Information=018 means any financial or economic information d= isclosed=20 or prepared by Discloser with respect to operations or planned operations o= f=20 the Discloser. =01&Protected Information=018 includes all related communica= tions=20 regarding said operations whether such communication is oral or takes the= =20 form of writings or documents.=20 For purposes of this Confidentiality Agreement, =01&Representative=01= 8 shall=20 mean any director, officer, employee, agent or other representative of a=20 Recipient. =20 2. USE OF PROTECTED INFORMATION BY RECIPIENT. Recipient shall use=20 Protected Information solely to: (a) Evaluate any proposals made, position= =20 taken by Discloser on any matter involving the operations, planned operatio= ns=20 or credit worthiness of Mieco Inc.; and (b) to prepare Recipient=01,s own= =20 proposals or positions with respect to such matters. In its use of the=20 Protected Information for these purposes, Recipient shall not disclose or= =20 permit the disclosure of any Protected Information in any manner inconsiste= nt=20 with the above including disclosure to employees of Recipient for trading= =20 purposes or to cause or permit the Protected Information to become part of= =20 any public record without the prior written consent of Discloser, provided,= =20 however, that the foregoing is limited by section 4 hereof. =20 3. NONDISCLOSURE OF PROTECTED INFORMATION. (a) The Protected Informatio= n=20 will be kept confidential by Recipient and its Representatives and will in = no=20 event be given or revealed to any other person or entity without the prior= =20 written consent of Discloser; provided, however, that Recipient may disclos= e=20 Protected Information to any of its Representatives, but only if (i) such= =20 Representative needs to=20 =20 =20 =20 =20 =20 =20 =20 =20 have access to Protected Information for any purpose for which Protected=20 Information may be used pursuant to section 2 hereof, and (ii) the disclosu= re=20 to the Representative is made in strict conformity with all of the provisio= ns=20 of this section 3 and (iii) Recipient is responsible for compliance by its= =20 Representatives with this Confidentiality Agreement. (b) Recipient will not= =20 disclose any Protected Information to any person or entity except as=20 permitted hereby and all persons or entities who are to receive Protected= =20 Information pursuant hereto shall safeguard the Protected Information from= =20 unauthorized disclosure. © In addition, Recipient shall not disclose to a= ny=20 other person or entity that it has received Protected Information hereunder= . =20 4. INAPPLICABILITY TO NON-CONFIDENTIAL INFORMATION. Notwithstanding an= y=20 other provision hereof, the following shall not constitute Protected=20 Information for purposes of this Confidentiality Agreement and Recipient an= d=20 its Representatives shall have no duty or obligation to Discloser with=20 respect thereto: (a) Information that is or becomes generally available to= =20 the public other than as a result of a disclosure by Recipient or any of it= s=20 Representatives; (b) Information that was already known to Recipient or any= =20 of its Representatives on a non-confidential basis prior to being so=20 provided; © Information that becomes available to Recipient or any of its= =20 Representatives on a non-confidential basis from a source other than=20 Discloser if such source is not subject to any prohibition (whether=20 contractually undertaken or imposed by law) against transmitting such=20 information to Recipient or any of its Representatives.=20 =20 5. INVOLUNTARY DISCLOSURE OF PROTECTED INFORMATION. Notwithstanding an= y=20 other provision of this Agreement, if Recipient or any of its Representativ= es=20 are requested or required to disclose any Protected Information, such party= =20 will notify Discloser of such request or requirement so that Discloser may= =20 seek an appropriate protective order or waive compliance with the provision= s=20 of this Confidentiality Agreement. Recipient and/or its Representatives may= =20 disclose only such of the Protected Information to the party compelling=20 disclosure as is required by law. =20 =20 Agreed this _____ day of___________, 2001 =20 =20 Recipient: __________________________ =20 =20 By: _____________________________________________ =20 NAME AND TITLE: ________________________________ =20 =20 =20 - header.htm
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