Enron Mail |
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]
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