Delaware is fine.




	Mark Greenberg@ENRON 06/05/2001 03:59 PM 	   To: Richard B Sanders/HOU/ECT@ECT  cc:   Subject: Non-Disclosure Agreement	


Richard -

I have a company with whom we are negotiating a non-disclosure agreement.  We have been working off of their form, but have inserted our arbitration language.  We have put in New York as the operative law and they have responded with either Minnesota (their home jurisdiction) or Delaware (the state of their incorporation).  I have told them that Minnesota will not work and that we prefer NY, but they are holding the line on having Delaware.

Do we have a problem with Delaware for jurisdiction?  Also, this is a non-disclosure agreement and any subsequent  agreement would have to be negotiated as to forum.

Thanks for your response.

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