Mark,
   Has Quallaby been sent the signed document?
Thanks,
Rick
 

-----Original Message-----
From: Greenberg, Mark 
Sent: Tuesday, September 18, 2001 10:30 PM
To: "DeZenzo, Ray" <rdezenzo@quallaby.com>@ENRON
Cc: Jones, Tana; Shoup, Rick; Greenberg, Mark
Subject: RE: Quallaby / Evaluation Agreement


Ray -
 
The changes made are acceptable.  I will have two originals circulated internally for signature and forward them to your company for counter-signature.
 
As I will be out of the office through tomorrow, it may be the end of the week before you have the agreements in hand.
 
Mark

-----Original Message----- 
From: "DeZenzo, Ray" <rdezenzo@quallaby.com>@ENRON 
Sent: Mon 9/17/2001 5:37 PM 
To: Greenberg, Mark 
Cc: Shoup, Rick; Axbey, Tom; Borchgrevink, Jack 
Subject: RE: Quallaby / Evaluation Agreement




Mark, 

        Attached you'll find a clean and blackline version of the revised agreement which reflects changes resulting from your items 1,2,3 and 5 below.  The intent behind not changing item 4 is that if Enron were to use the software in one of the identified "dangerous or hazardous" uses Enron would be on it's own.  If you have any further questions or comments please do not hesitate to contact me at 978 322-4220.  Otherwise please arrange to execute 1 original and fax it to me at 978 322-4100 for counter signing.

Thanks, 

Ray 

-----Original Message----- 

From: Mark.Greenberg@enron.com [ <mailto:Mark.Greenberg@enron.com> <<mailto:Mark.Greenberg@enron.com>> ] 

Sent: Monday, September 17, 2001 10:44 AM 

To: rdezenzo@quallaby.com 

Cc: Rick.Shoup@enron.com 

Subject: RE: Quallaby / Evaluation Agreement 

Ray - 

Thanks for the response and the black line.  Below are my additional 

comments: 

1.  The reference to "Hardware Products" needs to be deleted, as does the 

Schedule B.  It is my understanding that the hardware is provided by a 

different vendor.  If it is necessary to reference the hardware as a 

requirement for running the software programs, this should be listed in 

Schedule A as a specification. 

2.  Paragraph 2.1 - the term "its best efforts" should be replaced with 

"reasonable efforts" and, if it is Quallaby's position that Enron pursue 

confidential treatment of the information, despite legal requirements to 

disclosed placed on Enron, the reasonable cost for pursuing this protection 

should be borne by Quallaby. 

3.  Paragraph 3.2 - the change made at the end of the paragraph needs to 

read "... BUT SPECIFICALLY EXCLUDING ANY WARRANTIES ASSOCIATED WITH THE 

INDEMNITY OBLIGATIONS OF SECTION 3.1(a) AND 3.1(b) ABOVE."  Since neither 

of the referenced provisions are, themselves, warranties, it is incorrect 

to reference them in 3.2 as being warranties. 

4.  Paragraph 3.3 - the following language should be inserted after the 

word "applications" - "save and except for any indemnity obligations of 

Quallaby set forth in Section 3.1 above."  By not having this reference, it 

is possible that section 3.3 could be read to negate Quallaby's obligations 

as set out in Section 3.1. 

5.  In Section 5 of the Agreement - a new paragraph should be added as 

paragraph 5.9 to indicate as follows:  "The provisions of Sections 2, 3 and 

4 shall survive any termination or expiration of this Agreement."  This is 

more so important now that Quallaby has included specific provisions 

enabling it to terminate the agreement upon a threat of an infringement 

claim. 

With changes in the areas indicated above incorporated into the agreement, 

we are prepared to move this matter forward. 

Thanks for your continued assistance and cooperation. 

Mark 

    -----Original Message----- 

   From:   "DeZenzo, Ray" <rdezenzo@quallaby.com>@ENRON 

             [ <mailto:IMCEANOTES-+22DeZenzo+2C+20Ray+22+20+3Crdezenzo+40quallaby+2Ecom+3E+40ENRON@ENRON.com> <<mailto:IMCEANOTES-+22DeZenzo+2C+20Ray+22+20+3Crdezenzo+40quallaby+2Ecom+3E+40ENRON@ENRON.com>> ] 

   Sent:   Monday, September 17, 2001 7:44 AM 

   To:     Greenberg, Mark 

   Cc:     Shoup, Rick; Borchgrevink, Jack; Axbey, Tom 

   Subject:  Quallaby / Evaluation Agreement 

   Mark, 

           Attached you'll find a clean and blackline version of the 

   Evaluation Agreement.  We have accepted many of your changes and 

   rearranged others.  If you have any questions or would like to discuss 

   any component of the agreement please do not hesitate to contact me 

   directly at 978 322-4220.  Otherwise please arrange to execute 1 

   original and fax it to me at 978 322-4100 for counter signing. 

   Thanks, 

   Ray DeZenzo 

   CFO 

   Quallaby Corporation 

    <<Evaluation Agreement - Enron - 010917.DOC>>  <<Evaluation Agreement - 

   Enron - 010917-BL.DOC>> 

    - Evaluation Agreement - Enron - 010917.DOC << File: Evaluation 

   Agreement - Enron - 010917.DOC >> 

    - Evaluation Agreement - Enron - 010917-BL.DOC << File: Evaluation 

   Agreement - Enron - 010917-BL.DOC >> 

********************************************************************** 

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********************************************************************** 

  

 - Evaluation Agreement - Enron - 010917-2.DOC <<Evaluation Agreement - Enron - 010917-2.DOC>> 

 - Evaluation Agreement - Enron - 010917-2-BL.DOC <<Evaluation Agreement - Enron - 010917-2-BL.DOC>>