FYI, update below.

We are trying to get our language in so we at least have a chance to do your idea.

Muller (head of Corp. development) responded saying he will try to get the ideas in to the final agreement with Lance Schuler.  Anne Koehler and I said McMahon supported these ideas.

Basically trying to get the proper language at this (past the 11th hour) so Delainey's NewCo and a service company have a better idea of what the systems can be used for after NetCo.  I don't think the existing agreements actually prohibit it but it is not as clear as it should be for a service company or NewCo wholesale.

Thanks.

GP

-----Original Message-----
From: Piper, Greg 
Sent: Monday, January 07, 2002 2:50 PM
To: Koehler, Anne C.
Cc: Detmering, Tim; 'roger.ross@weil.com'; Webb, Jay; Muller, Mark S.;
Schuler, Lance (Legal)
Subject: FW: template assignment and license agreement


My suggestions and issues with the latest assignment and license agreement.

First, I have not seen the Contribution Agreement so I don't know the definition of affiliate.  Delainey's NewCo will be interested in that since the document licenses back all the applications to Enron and its affiliates.  Also, if an affiliate becomes a 3rd party due to sell down or sale, we need the ability to continue the sub license to the 3rd parties.

Second, section 2.2 says within 3 business days after Closing Date (as defined in Contribution Agreement) Assignor will deliver to Assignee one tangible copy of Source and Object Code and documentation.  I don't think that follows the plan to duplicate everything by the end of January or early February then get going our separate ways.  I am worried that Enron can't meet that 3 day demand since we are in a process together to copy everything.  Webb should comment on this.

Also, we need the ability to license the non-EOL applications to a third party so they can use them to offer and build a service company around them, including gas and power logistics and settlement.  This 3rd party would not trade against NetCo but would offer mid and back office services to trading companies.  This would actually benefit NetCo since this entity could improves scheduling and settlements in the industry.  Existing NetCo management would understand this.

Also, I think non-compete issues should be at the commercial level in the agreement, not the systems level so I would vote to remove in 3.1 (a) the language around sublicenses in the field of use with trading, etc. as we discussed today.  I am not sure what trading means for this or other documents.

Finally, in section 4.4, what are the prohibited commodities?

Thanks.

GP

-----Original Message-----
From: Roger.Ross@weil.com [mailto:Roger.Ross@weil.com]
Sent: Monday, January 07, 2002 1:51 PM
To: Piper, Greg
Cc: ian.trumpower@weil.com; AMelville@weil.com; nancy.raber@weil.com
Subject: template assignment and license agreement



Greg:
Here is a copy of the template assignment and license agreement.   There is
also a version for Wind that splits out the two into an upfront license to
an Enron affiliate followed by an assignment to Wind subject to the
license.

Let me know if you need anything else on this front.

Roger


---------------------- Forwarded by Roger Ross/SV/WGM/US on 01/07/2002
11:30 AM ---------------------------


Ian Trumpower
01/07/2002 10:18 AM
cc:
Subject:  FW:

I assume one of you has the latest version of the Assignment and License
Agreement -- please forward a copy to Greg Piper at greg.piper@enron.com

Thanks,
Ian
---------------------- Forwarded by Ian Trumpower/DA/WGM/US on 01/07/2002
12:02 PM ---------------------------


"Koehler, Anne C." <Anne.C.Koehler@ENRON.com> on 01/07/2002 10:51:50 AM
cc:
Subject:  FW:



Could  you please send a complete set of the template documents to Greg?
Thanks.  So far he has just received what is indicated in his  email.
-----Original Message-----
From: Piper, Greg
Sent:  Friday, January 4, 2002 8:49 AM
To: Koehler, Anne  C.
Subject: RE:


Got  the Schedules to Form of Contribution Agreement (Godiva?) draft 1/1 02
and the  Form of Transition Services Agreement (Exhibit E) draft 1/3/02.
Can I get  the latest Exhibit C Assignment and License Agreement?  Anything
else that  effects technology or operations?

If  possible, can I get the latest copy of the entire Purchase and Sale
agreement  (or is that confidential)?

Thanks.

GP
-----Original Message-----
From: Koehler, Anne C.
Sent: Thursday, January 03, 2002 2:41 PM
To: Piper, Greg;  'ian.trumpower@weil.com'
Subject: RE:


Please have a current version of the template documents sent to Greg Piper
as soon as possible..  Thanks,  Anne
-----Original Message-----
From: Piper, Greg
Sent: Thursday, January 3, 2002 11:52 AM
To: Koehler,  Anne C.
Cc: Detmering, Tim
Subject:


Can I get one  copy (e-mail or hard) of the latest draft of all purchase
and sale  documents, including all the IT related stuff, on the sale of
NetCo.   Can I get it soon?

Thanks.

Greg Piper








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