Scott stopped me on 31 to tell me what a good job Carlos did. Thought I would 
pass it along.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 03/07/2001 02:49 
PM ---------------------------


Scott Churbock
03/07/2001 02:42 PM
To: Carlos Sole/NA/Enron@Enron
cc: Kay Mann/Corp/Enron@Enron 

Subject: Re: Trinity Consulting Agreement  

Carlos,
Thanks for the prompt and diligent effort---good work!  I will forward this 
to Trininty and we'll go from there.
Scott



From: Carlos Sole on 03/07/2001 12:36 PM
To: Scott Churbock/NA/Enron@ENRON
cc:  

Subject: Trinity Consulting Agreement

Scott, for your review and comment, attached is a revised version of the 
Trinity Consulting Agreement that I have modified so that it more closely 
resembles our standard form of consulting agreement.  Also, please note that 
our accounting group has also blessed this agreement.

As a summary, the substantive changes that I made are as follows:

- Article 1 now more specifically describes the standards by which Trinity 
will perform its services (these changes should be a non-issue)

- Article 3 now imposes certain conflict of interest obligations on Trinity.  
3.1 obligates them to represent and warrant that their entry into an 
agreement with us will not breach any other obligations that would otherwise 
have to other parties.  3.3 imposes the obligation on them to obtain our 
prior consent before they perform any work for any third party or government 
agency that would have "an adverse effect" on us (this is direct change from 
their form which had no such obligation but which is standard in our 
consulting agreements and is a reasonable request.) 

- Article 4 adds our standard language that Contractor is an independent 
contractor and not entitled to any of our employment benefits.

- Article 5, inserted a 2 year term.

- Article 6 inserted that payments are within 30 days and that reimbursements 
must be in advance.  Please note that since I cannot edit the Price Schedule, 
then conforming changes to it need to be made, including whether to strike 
the 18% interest charge for late payments and whether to accept the 15% 
out-of-pocket surcharge (neither of which is in our standard agreement).  I 
also inserted your name for invoices.

- Article 7 added a termination event that the breach of the conflict of 
interest or confidentiality obligations is an immediate event of termination.

- Article 8, inserted your name for notices with a copy to me in the legal 
department.

- Article 9, I revised the liability limitation to make it reciprocal and 
excluded from the liability limitation, damages that would arise from 
Trinity's breaches of Section 3.1 (that entering into this agreement will not 
breach any other agreements that they have), Article 10 (indemnification for 
personal injury or death claims attributable to them), Section 12.2 (not 
providing us with information that violates someone else's intellectual 
property rights) and Section 13 (non-disclosure / confidentiality 
obligations).  Note that although accepting a liability limitation is not 
standard per our agreements, by making the foregoing exceptions, the 
liability limitation that we are effectively agreeing to is only with respect 
to any "malpractice" claims that we would have against them if their work was 
not up to industry standards.

- Article 10, this is an indemnification provision which obligates them to 
indemnify us for personal injury or death claims attributable to them.

- Article 11, states that the ownership of work product developed will be 
ours and that they will not provide us with any information etc. that they do 
not have the intellectual property rights ownership of.

- Section 13.4 are certain procedures to be observed in the event that a 
court requires the production of confidential information (the text is 
standard boilerplate.)

- Article 14 states that they have all liceneses to perform the work and to 
the extent that any are needed they will obtain them at their own cost and 
expense.

- Article 15 is our standard boilerplate.

- Formerly Article 12 on Non-Solicitation of Employees - per our discussion 
this has been struck

- Section 17.1 now imposes venue in Harris County, Texas not Dallas County.

- Section 17.2 allows us to assign the agreement to any of our affiliates 
without their consent but subject to notifying them of the assignment

- Section 17.8 requires our consent before they use Enron's name in any 
advertising

- Exhibit A terms and conditions have all been struck since those duplicated 
what was in the Master Agreement.

Please call me with any questions that you may have or let me know how I can 
be of further assistance.

Clean Copy




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