Jake -

I looked at the attached.  Here are a couple of points to be aware of (that 
would be revised under other circumstances):

1.  Paragraph 5 - Method of payment is at the discretion of UpShot.  This 
means payment could be required by any means listed or modified at UpShot's 
discretion.  Dependent upon the means required, it may be in conflict with 
our payables system.

2.  Paragraph 6 - Enron is totally responsible for security surrounding 
passwords and id's.  Generally this is fine, but we try to carve out 
liability for any use of our passwords by the ASP and its employees.  This is 
generally in relation to the trading environment, but could be applicable 
here.

3.  Paragraph 7 - Agreement (and thus payment) is automatically renewed on a 
monthly basis regardless of usage.  Enron is required to give 30 notice prior 
to the renewal in order to terminate.  This means if we wanted to terminate 
as of May 31, we would have to give notice on May 1.  Generally, we want to 
dispense with automatic renewal provisions because of administrative concerns 
and modify renewal provisions to be based upon agreement of the parties.  In 
the electronic environment, it is almost beneficial to sign new agreements 
each month.  This would ensure we see any changes to the agreement.  Also, 
note there is a bit of an inconsistency in this paragraph as there are also 
provisions that discuss reduction in "Services" being applicable upon 10 days 
written notice.  The 30 days above also relates to reduction of service 
levels.

4.  Paragraph 8 - The disclaimer includes a disclaimer of any warranty of 
noninfringement.  This is generally deleted as the ASP is in a much better 
position to know of any infringement of its product than a user and should be 
the party responsible for any infringement.  A change in this area also 
generally brings about an addition to the liability provisions for indemnity 
of Enron by the ASP for infringement claims.

5.  Paragraph 12 - This provision contains a requirement that any action in 
relation to the site must be brought within 1 year after the cause of action 
arose or it is barred.  This type of provision is generally revised to 
reflect that actions are to be brought within statutory periods since 
statutory periods provide a longer time to bring claims.

Other than the above, the agreement is fine.  If this is truly a take-it or 
leave-it deal, moving forward is a business decision your group needs to make 
as none of the above are critical to the agreement.


Mark
Senior Counsel, EWS
Phone:     713-345-8897
Facsimile: 713-646-3490
E-Mail:      Mark.Greenberg@enron.com



	Jake Staffel/ENRON@enronXgate
	04/30/2001 01:09 PM
		 
		 To: Mark Greenberg/NA/Enron@ENRON
		 cc: Mike Haney/ENRON@enronXgate
		 Subject: Contract review for Sales force automation software

Mark,

I don't know if you are the person I need to be talking to on this issue but 
I thought I would start with you and you could direct me as to where I need 
to go.

Attached is the standard agreement with an ASP (Upshot.com) which is a sales 
force management (mostly contact management) software.  This is a take or 
leave proposition.  Who in legal do I have review the contract for acceptance.

Any help you can give me on this would be greatly appreciated.Please let me 
know who I need to talk to 

Thanks




Jake