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