---------------------- Forwarded by Dave Samuels/HOU/ECT on 03/29/2000 11:21 
AM ---------------------------


Lynne Carithers <lynne.carithers@reuters.com> on 03/29/2000 10:11:34 AM
To: dave.Samuels@enron.com, julie.ferrara@enron.com, rahil.jafry@enron.com
cc: stanford.lin@reuters.com, james.garland@reuters.com, Steve Pickett 
<stephen.pickett@reuters.com> 
Subject: Re: Enron - Confidentiality Agreement Comments




Dave, Julie, Rahil:

Reuters Legal NY has reviewed the Confidentiality Agreement for 
enrononline.com
that you submitted to me earlier this week and comments are noted below.

Over to you now, for your legal to review and make appropriate changes as I do
not have the Agreement in an electronic format.

Lynne








From: Stanford Lin on 03/29/2000 11:33 AM EST


To:   Lynne Carithers/DAL/US/Reuters@REUTERS
cc:
Subject:  Enron - Confidentiality Agreement Comments

Lynne:

Here are my comments on the agreement:

1) Change references from Reuters Group plc to Reuters America Inc.

2) Delete last sentence of Section 3 or insert the words "at Protected Party's
expense" after the text "best efforts"

3) Insert the following at the end of the first sentence in Section 4:

,  and that is designated in writing as confidential, proprietary or marked 
with
words  of  like  import or, if orally conveyed, Protected Party provides 
written
notice  describing  in  reasonable  detail the portion of the oral 
communication
that  shall  be deemed Confidential Information and delivers such writing to 
you
within 10 days of the oral conveyance.

4) Insert the following at the end of the last sentence in Section 4:

or  (d)  is  developed  by  you independently of any Confidential Information 
it
receives from the Protected Party.

5) Insert the following right before the last sentence in Section 6

However, the Protected Party represents and warrants to you that it has the
right to make the disclosures permitted under this Agreement without violating
any applicable law or regulation or any legally enforceable agreement to which
it is a party.

6) In Section 9, replace "Money damages would" with "Money damages may".  
Change
both  references  of "Texas" to "New York".  Delete the five sentences 
regarding
arbitration.

--Stanford






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