Mark,
Thanks for your comments.  I have forwarded your email to the lead attorney
that originally reviewed the NDA last week that you had made changes to.  I
have asked him to call you ASAP so you two can work out the Residual Knowledge
clause. I believe he is tied up this afternoon so you should hear from him in
the morning.
thanks
Brenda


Mark.Greenberg@enron.com wrote:

> Brenda -
>
> John Allario forwarded the Sabre comments to the NDA.  I have reviewed the
> latest document and find changes to paragraphs 2, 7 and 12 only.  If this
> is accurate, then my comments are as follows:
>
> 1.  Paragraph 2 - deletion of residual knowledge - this deletion is
> unacceptable.
>
> 2.  Paragraph 7 - deletion of residual knowledge - this deletion is
> unacceptable.
>
> 3.  Paragraph 12 - deletion of arbitration - this deletion is acceptable.
>
> As to the residual knowledge concept, this is clearly a concept that Sabre
> contemplated would be outside of the boundaries of confidentiality.  The
> mere fact that the disclosing party's information is contained within
> someone's mind should not enable it to be used to the disadvantage of the
> disclosing party, nor remove it from remaining confidential.  The changes
> made by Enron on 3-20-01 should be reimplemented.  If this presents a
> problem, please have your legal personnel contact me to further explain
> Sabre's position.
>
> Mark
> Senior Counsel, ENA
> Phone:     713-345-8897
> Facsimile: 713-646-3940
> E-Mail:      Mark.Greenberg@enron.com