it boggles the mind
----- Forwarded by Shawna Flynn/HOU/ECT on 12/06/2000 01:23 PM -----

	Marcus Nettelton@ENRON
	11/30/2000 08:49 AM
		 
		 To: Shawna Flynn/HOU/ECT@ECT
		 cc: 
		 Subject: Re: Intellectual Property Rights Protection in Confidentiality 
Agreements

What do you think?
---------------------- Forwarded by Marcus Nettelton/NA/Enron on 11/30/2000 
08:47 AM ---------------------------
From: Alan Aronowitz@ECT on 11/29/2000 06:40 PM
To: Marcus Nettelton/NA/Enron@ENRON
cc: Mark Greenberg/NA/Enron@ENRON 

Subject: Re: Intellectual Property Rights Protection in Confidentiality 
Agreements  

Thanks for your replies. One area that has concerned me is the possibility of 
a claim by our CA counterparty that we developed an idea using in part their 
information, when in fact we independently developed the concept.  have seen 
some CA's that expressly address this as an exception to the definition of 
Confidential Information. Also, how should we address the point Mark raised 
about the development of ideas jointly while in discussions with the 
counterparty. I
Let's get together to talk further about this next week when Mark G. gets 
back from Canada.

I'll set up the meeting.

Alan



	Marcus Nettelton@ENRON
	11/29/2000 05:40 PM
		
		 To: Mark Greenberg/NA/Enron@ENRON
		 cc: Alan Aronowitz/HOU/ECT@ECT
		 Subject: Re: Intellectual Property Rights Protection in Confidentiality 
Agreements

Not quite sure what you mean by "information developed" from a value or 
exploitation perspective, or understand the exposure you believe we have 
under our existing, well drafted confidentiality agreements, to which I take 
no credit whatsoever, unfortunately. 

We should not be using the information disclosed by a counterparty for any  
purpose other than to evaluate and negotiate any possible transaction with 
that counterparty. To use it for any other purpose would be in breach of the 
confidentiality agreement. Since we are discussing the information and 
disclosing it to each other it is caught by the confidentiality undertakings. 
 
If we develop any  information independently without the benefit of any 
confidential information received from the disclosing counterparty, then of 
course we can claim it as ours, before expiry of the term of the 
confidentiality agreement, and protect it accordingly and the counterparty 
would have to establish that we did not develop it independently without the 
benefit of their confidential information.
 
During the period of the confidentiality agreement, ownership of information 
that we developed using a counterparty's confidential information is not an 
issue, since we can only use it for the purposes set out in the relevant 
confidentiality agreement. If we want to use it for any other purpose, during 
the term of the confidentiality agreement, we will need to reach agreement 
with the counterparty as to any rights for exploitation in a substantive 
agreement, recognising that we may will be mixing intellectual property 
rights. 
 

Regards
 
Marcus
 




Mark Greenberg
11/27/2000 04:46 PM
To: Alan Aronowitz/HOU/ECT@ECT
cc: Marcus Nettelton/NA/Enron@ENRON 

Subject: Re: Intellectual Property Rights Protection in Confidentiality 
Agreements  

Alan -

I agree that we need to make some revisions and, having read Marcus' 
comments, I agree also that broad language covers the general concepts.  I 
believe ownership of information developed during discussions will be the hot 
area, especially where we are discussing projects with companies while we 
developed parallel projects.  These situations make Enron an easy target.  

Though the general language of the agreement covers this generally, enhanced 
language should be considered.

Please let me know if you want to pursue this further.

Mark
Senior Counsel, ENA
Phone:     713-345-8897
Facsimile: 713-646-3940
E-Mail:      Mark.Greenberg@enron.com



	Alan Aronowitz@ECT
	11/27/2000 02:55 PM
		 
		 To: Mark Greenberg/NA/Enron@ENRON, Marcus Nettelton/NA/Enron@ENRON
		 cc: 
		 Subject: Intellectual Property Rights Protection in Confidentiality 
Agreements

I have been thinking that we should enhance our Confidentiality Agreement 
forms to address IP issues to protect Enron's interests. Do you concur that 
we should do something? If so what modifications should be made? Peter Mims, 
the VE lawyer at the offsite last Octobe, might be a good person to work with 
on this project.

Advise me of your thoughts.

Alan