I believe that these involve issues of intellectual property and thus are more appropriately decided by you.  In principle, I have no issue with Enron indemnifying Accenture for intellectual property litigation relating to content ownership.  On the logo issue, I would have to defer to you and the PR/branding folks.

Michelle


 -----Original Message-----
From: 	"Steakley, Ed" <esteakley@fulbright.com>@ENRON [mailto:IMCEANOTES-+22Steakley+2C+20Ed+22+20+3Cesteakley+40fulbright+2Ecom+3E+40ENRON@ENRON.com] 
Sent:	Friday, July 20, 2001 1:25 PM
To:	Holsworth, Mark
Cc:	Cash, Michelle; Frolov, Yevgeny
Subject:	Accenture Agreement Letter

Mark, a few issues have risen in the Accenture Arrangement Letter I'm
working on with Yevgeny.

Background.  Accenture is going to create video and other content for a
training module for Enron.   Part of the deal is that Enron is suppose to
license the training module to Accenture for Accenture's internal training.
The issues are this:

1.  Accenture has now asked for a warranty and indemnity regarding ownership
of the content by Enron.  What, if any, warranty or indemnity will Enron
give regarding the content.  (Initially, I drafted that Enron will not give
any warranties or indemnities, but Accenture is now asking for them.)

2.  Due to the content, Enron employees and Enron names and logos will be
displayed.  Accenture wants to display the content to its employees and in
another agreement display the content to third parties.  Whose approval does
Yevgeny need to allow such use of the content?

Please advise on Enron's position.

Ed Steakley
esteakley@fulbright.com
Fulbright & Jaworski LLP
1301 McKinney, Suite 5100
Houston, Texas 77010
713/651-5423

This email message and any attachments are for the sole use of the intended
recipient(s) and  contain confidential and/or privileged information. Any
unauthorized review, use, disclosure or distribution is prohibited. If you
are not the intended recipient, please contact the sender by reply email and
destroy all copies of the original message and any attachments.

To reply to our email administrator directly, send an email to
postmaster@fulbright.com

FULBRIGHT & JAWORSKI LLP