Rex:  Great news.  Could I get a copy or Enron's original for documentation?  
Thanks! EB 3834.  

I also have in my hands executed Sun/iPlanet and Reuters America agreements.  
I will forward copies to Tana Jones.  Tana will you get copies to Rex's 
group?  Thanks!

Kay C. Young
Legal Specialist
Enron North America Corp.
713-853-6794 Phone
713-646-3393 Fax
kay.young@enron.com




	Rex Shelby/ENRON@enronXgate
	04/21/2001 08:54 AM
		 
		 To: "ron.lang@sungard.com@ENRON" 
<IMCEANOTES-ron+2Elang+40sungard+2Ecom+40ENRON@ENRON.com>@SMTP@enronXgate, 
deborah.lofton@sungard.com@SMTP@enronXgate
		 cc: Travis McCullough/HOU/ECT@ECT, Kay Young/HOU/ECT@ECT, 
tking@brass.com@SMTP@enronXgate, trentas@brass.com@SMTP@enronXgate
		 Subject: RE: Confidentiality Agreement - Enron

Ron --

We signed the NDA on Friday at Tom King's office.  Thanks to you, Debbie, and 
Travis for getting this in place.  Best regards.

-- Rex



 -----Original Message-----
From:  ron.lang@sungard.com@ENRON 
[mailto:IMCEANOTES-ron+2Elang+40sungard+2Ecom+40ENRON@ENRON.com] 
Sent: Friday, April 20, 2001 10:47 AM
To: deborah.lofton@sungard.com
Cc: McCullough, Travis; Young, Kay; Shelby, Rex; tking@brass.com; 
trentas@brass.com
Subject: Re: Confidentiality Agreement - Enron


Thanks for both Debbie and Travis for getting an  executable NDA in place
prior to today's meeting.

I will sign and fax a clean version to Thia Rentas at SunGard Trading
Systems - BRASS, where the meeting is being held this afternoon.

Rex can sign for Enron and each party can retain signed copies.

Thanks again,
Ron




Deborah C Lofton
04/20/2001 11:22 AM

To:   Travis.McCullough@enron.com
cc:   Kay.Young@enron.com, Ron Lang/Corporate/SunGard@SunGard

Subject:  Re: Confidentiality Agreement  (Document link: Ron Lang)

Due to the circumstances surrounding today's meeting, Travis and I have
agreed that each of us will sign the NDA without the "patent" clause, but
that prior to the next meeting we will discuss the issue further.  Attached
is a clean and blackline version of the NDA.

RON- Please execute and deliver prior to the meeting and send me a copy of
both your signature and Enron's signature.

If there are any questions, please contact me at the numbers below.

Thanks,


Debbie

(See attached file: enron3cln.doc)(See attached file: enron3.doc)

Deborah C. Lofton
610-341-8129
610-341-8115 (fax)
215-292-1811 (mobile)
email:  Deborah.Lofton@sungard.com

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                    Travis.McCullough
                    @enron.com              To:
                                            cc:
                    04/19/01 08:58 PM       Subject:







Debbie:

I appreciate the point on the damages issue.  New York law is fine as the
governing law for this agreement.

I have discussed the section 6 with our outside counsel and left a
voicemail for the commercial team.  I am generally comfortable with the
effect of that provision with respect to patents that have not been issued;
however, we feel that a cause of action for willful violation should still
be available with respect to patents that have been issued.  In other
words, it makes sense that you should not be found to have willfully
violated a patent that you didn't know existed; but if it is brought to
your attention and there is subsequently a willful violation, I don't want
to have to explain why we waived our right to pursue that.

Our outside counsel has suggested the following language as an alternative:

"In connection with its due diligence review or otherwise, each
party and its affiliates may obtain Confidential Information regarding
pending patent applications of the other party or its affiliates (the
"Patent Applications").  In the event of a patent infringement suit based
on
a patent issuing from any such Patent Application against the party
receiving Confidential Information regarding such Patent Application, the
party that disclosed the Confidential Information (and entities controlled
by the disclosing party) hereby agrees that it will not raise as evidence
in
support of willful patent infringement of any patent issuing from such
Patent Application the fact that the party received the Confidential
Information regarding such Patent Application under this Agreement.  This
agreement shall not be construed to preclude the offering of any other
evidence in any such patent infringement case, including evidence that the
party receiving such Confidential Information learned of any such issued
patent after the date of issuance and evidence of the actions of the party
receiving such Confidential Information after learning of the issuance of
such patent issuing from the Patent Application.

If this is not acceotable, one alternative that would allow the Friday
meeting to proceed would be to sign the CA without this provision, since it
is highly unlikely that the teams will be able to disclose a lot of
information regarding intellectual property that might be subject to patent
protection during the course of a one to two hour meeting.  We could then
try to work this issue out before the next substantive meeting that the
businesspeople have.

I'll actually be able to discuss this in the morning before I leave in case
we need to work something else out before the meeting.  I'll try to call
you first thing.



Travis McCullough
Enron North America Corp.
1400 Smith Street EB 3893
Houston Texas 77002
Phone:  (713) 853-1575
Fax: (713) 646-3490






 - enron3cln.doc << File: enron3cln.doc >> 
 - enron3.doc << File: enron3.doc >>