Enron Mail

From:mark.taylor@enron.com
To:scmailsupport@sullcrom.com
Subject:EnronOnline Posting Agreement
Cc:
Bcc:
Date:Tue, 16 May 2000 03:59:00 -0700 (PDT)

To: David Gilberg
----- Forwarded by Mark Taylor/HOU/ECT on 05/16/2000 10:58 AM -----

=09Mark Taylor
=0905/16/2000 10:25 AM
=09=09=20
=09=09 To: David Gilberg <gilbergd@sullcrom.com<
=09=09 cc: Travis McCullough/HOU/ECT@ECT
=09=09 Subject: EnronOnline Posting Agreement

David;

Here are our initial thoughts regarding the Posting Agreement form. I shou=
ld=20
be in all day today and tomorrow. Please feel free to call to discuss.

At the closing of the Transaction, the Company and Enron will enter into a=
=20
=01&Posting Agreement=018 pursuant to which Enron will agree to post prices=
for=20
certain products to the Company=01,s platform in a manner that permits the=
=20
Company=01,s customers to electronically attempt to transact, through the=
=20
Company=01,s website but on EOL=01,s database, with respect to Subject Prod=
ucts=20
(defined below). =20

The Company will provide, at the Company=01,s expense and in accordance wit=
h=20
Enron=01,s specifications and technical requirements t[specifications annex=
?],=20
an interface which will be used by Enron to post prices for Subject Product=
s=20
on the Company=01,s website. Enron will provide, at Enron=01,s expense and=
in=20
accordance with Enron=01,s specifications and technical requirements [annex=
?],=20
an interface for the Company=01,s customers to attempt transactions (as=20
discussed below) on the EOL database. The parties will also establish a=20
credit interface to facilitate Enron=01,s credit decisions with respect to=
=20
attempted transactions.

The Company=01,s customers will be permitted to attempt to transact against=
=20
prices posted by Enron at Enron=01,s sole discretion. Accordingly, prices=
=20
posted by Enron on the Company=01,s website shall not be deemed to be offer=
s to=20
sell or buy, and all attempted transactions must be validated against the E=
OL=20
database in accordance with EOL=01,s customary operating policies and=20
practices. The point of contract for all transactions consummated on price=
s=20
that are posted by Enron shall be the EOL database, and all of such=20
transactions will be consummated pursuant to EOL=01,s General Terms and=20
Conditions, or the terms of a master agreement between the Company=01,s cus=
tomer=20
and Enron, if any. [manner in which the Company=01,s customers will agree =
to=20
transact under EOL=01,s General Terms and Conditions]=20

[process of and responsibility for =01&mapping=018 the products offered by =
the=20
Company and the prices posted by Enron in order to ensure accurate matching=
=20
of Subject Products between the Company=01,s website and EOL=01,s database]

Enron will not be required to pay to the Company any commission or other=20
charge with respect to any transaction completed with EOL through the Compa=
ny=01,
s Platform. Commissions charged to those customers completing transactions=
=20
with EOL shall not exceed the Company=01,s standard rates. Each party shal=
l be=20
solely responsible for the costs and expenses of operating and maintaining=
=20
its respective platform; the Company will be responsible for all=20
telecommunication costs and expenses from the Company=01,s website to EOL=
=01,s=20
website.=20

Prior to Closing, the Company and Enron will agree to specific products wit=
h=20
respect to which Enron will post prices on the Company=01,s Platform (the=
=20
Subject Products=018). Products may be added or deleted by subsequent agre=
ement=20
of the parties, but Enron shall have no obligation to post prices with=20
respect to products for which it then does not post prices on EOL, or to=20
otherwise act in a manner that is inconsistent with or contrary to its=20
business methods, practices or policies employed on EOL.

[Circumstances under which the Agreement may be terminated by a party, and=
=20
consequences of either party=01,s breach of the Agreement]