By forwarding this to you, I am requesting each of you to consider putting 
this type of language in any contract or contract form which you are 
responsible for if you have a confidentiality provision which limits an Enron 
entities' disclosing the contract.                   bng
Shawna, thank you for providing this language: please make this change 
immediately to our form purchase of reserves contract, thanks    bng
----- Forwarded by Barbara N Gray/HOU/ECT on 09/20/2000 09:16 AM -----

	Barbara N Gray
	09/20/2000 09:16 AM
		
		 To: Kay Mann/Corp/Enron@ENRON
		 cc: Barton Clark/HOU/ECT@ECT, Bob Carter/HOU/ECT@ECT, Ed B Hearn 
III/HOU/ECT@ECT, Julia Murray/HOU/ECT@ECT, Lisa Mellencamp/HOU/ECT@ECT, Matt 
Maxwell/Corp/Enron@ENRON, Peggy Banczak/HOU/ECT@ECT, Sheila 
Tweed/HOU/ECT@ECT, Stuart Zisman/HOU/ECT@ECT
		 Subject: Re: Confidentiality provisions in various forms

Kay,  you bring up an excellent point.  We have addressed this issue in at 
least two of the form contracts that I am familiar with; however, I believe 
only recently. See Section 7.5 of our Dedicated Reserves Form Contract  
provides: 

".......Buyer shall not disclose ......to any third party(other than the 
Party's and its affiliates' employees, lenders, counsel, accountants or 
prospective purchasers of any contract rights, general intangibles or 
accounts hereunder,[ it does not say this in our current form, however I 
would suggest considering  adding here "whether in an asset sale , financing 
or equity transaction"] in each case who have agreed to keep such terms 
confidential")...................

Sec tion 8.8 of the Enfolio Master Purchase / Sale (natural Gas) form 
contract contains a similar provision.



	Kay Mann@ENRON
	09/19/2000 12:04 PM
		 
		 To: Sheila Tweed/HOU/ECT@ECT, Julia Murray/HOU/ECT@ECT, Barbara N 
Gray/HOU/ECT@ECT, Barton Clark/HOU/ECT@ECT, Bob Carter/HOU/ECT@ECT, Stuart 
Zisman/HOU/ECT@ECT, Lisa Mellencamp/HOU/ECT@ECT, Ed B Hearn III/HOU/ECT@ECT, 
Matt Maxwell/Corp/Enron@ENRON, Peggy Banczak/HOU/ECT@ECT
		 cc: 
		 Subject: Confidentiality provisions in various forms


I think all of us who deal with assets are running across confidentiality 
hurdles in all kinds of agreements, including confidentiality agreements.  In 
short, our business people need the ability to disclose agreements to 
potential purchasers of projects, contracts and assets, and not all of our 
forms allow this.

I'm trying to include an exception for "potential lenders and investors" 
whenever I can (instead of just lenders). Does someone have a more artful or 
effective solution?  

Just wanted to share the thought so that more eyes could be watching for the 
issue.

Kay