Attached for your review is a revised draft of the Licensing Agreement with Accenture. Ted has reviewed the draft and his comments are reflected. We look forward to finalizing and making the distribution to Accenture on Monday.
Following are some thoughts for your consideration:
1. Definition of Enron Platform. Andy's definition of "Enron Platform" excluded products substantially dissimilar to those listed on the platform, to which we added the qualification of listed on the platform as of the Effective Date. Is this correct? In addition, is there a possibility that Enron might split up the platform (i.e., by product type), and then sell off certain segments? If so, we may need to further modify the definition.
2. License Grants. Though the license grant with respect to Customer-Specific Transaction Data in Section 3.1 is limited to Accenture's right to re-format the data, we advise adding some restrictions to specifically negate their right to manipulate the data in certain ways, as per your previous business discussions. In addition, with respect to the SmartClient Software license in Section 3.3, Accenture will be permitted to freely modify the software for their own purposes, except to the extent the software is being used for receiving data through the Enron Data Feed. We need to confirm that the appropriate restrictions have been imposed.
3. Minimum Annual Payments. Section 5.1(b) provides that the Minimum Annual Payment is due at the end of each Contract Year. Is this satisfactory from the accounting perspective, or do we want more flexibility for purposes of booking these payments?
4. Audit Rights. In Section 5.4(b), we have added a limited right to do an operational audit, i.e., the audit can be initiated only on claim of breach, and can be performed only by a third party. We would like to discuss expanding this right.
5. Acceleration Rights on Termination. Section 7.6(b) permits us to accelerate the Minimum Annual Payments on Accenture's default for breach of contract. Is this the appropriate trigger?
6. Accenture Warranties. Should we add any warranties to Section 8.2?
7. Accenture Indemnity. We have expanded Accenture's indemnity obligation in Section 9.2(a), to cover any claims arising out the TSH Services or their modifications to the SmartClient Software. The only exception we have permitted is for data errors verified as Enron errors.
8. "Readable" Data. We have used the term "readable" in referring to the data in various places in the Agreement, including Section 4.1(a)(ii). In using this term, we intend to differentiate between the static data received by an Enron Customer, and the data to be received, "read" and then re-formatted by Accenture. We may need to select a more precise term with Jay's assistance.

- June 3 License Agreement with Accenture [by V&E].DOC