Mark,

    This is acceptable to BEA.  Shall I insert this into the latest version 
of the NDA
letter in anticipation of Enron's approval, or just hold tight until I hear 
from you?

    Steve

Mark.Greenberg@enron.com wrote:

> Steve -
>
> Thanks for the response.  I wanted to focus on the non-solicitiation
> provisions as this is as important to us as it is to BEA.  I have attached
> below a copy of more "standard" language that we would like to see in a
> mutual non-solicitation situation.  Please take a look at this and let me
> know your thoughts.
>
> There is an internal process that must be followed in approving a mutual
> non-solicitation provision.  Accordingly, if this language is acceptable,
> please let me know as soon as possible so that I can initiate the process.
>
> I will be out of the office for the next few days, but will be getting my
> e-mail messages (usually at night).
>
> Thanks for the cooperation.
>
> (See attached file: BEA - nonsolicit language.doc)
>
> Mark
> Senior Counsel, EWS
> Phone:     713-345-8897
> Facsimile: 713-646-3490
> E-Mail:      Mark.Greenberg@enron.com
>
>
>                     Steve Howarth
>                     <steve.howart        To:     Mark.Greenberg@enron.com
>                     h@bea.com>           cc:     Tana.Jones@enron.com, Mike 
Thack
>                                          <mike.thack@bea.com>, Francis Minor
>                     05/01/2001           <fminor@bea.com>
>                     06:59 PM             Subject:     BEA - ENRON:  
NONDISCLOSURE
>                                          AGREEMENT/LETTER]
>
>
>     Mark,
>
>     Thanks for the feedback.  I think that the only open issue is the
> Section 5
> nonsolicitation provision.  BEA has a corporate policy against
> nonsolicitation commitments,
> primarily because of the administrative burden in keeping track of such
> obligations.   Of
> course, it would be extremely short sighted of BEA to target a customer's
> employees.  The
> only way that BEA could consider any such commitment would be to make the
> provisions
> mutual.  As a practical matter, BEA is more at risk of having a customer
> solicit its
> employees - who are experts with the BEA software in which a customer is
> interested - than
> is our customer whose employees are experts at the customer's business in
> which BEA is not
> engaged.
>
>     I have attached a revised draft of the NDA letter in which I have
> incorporated your
> feedback and added in a mutual nonsolicitation provision.
>
>     Does this work for you?
>
>     Regards,
>
>     Steve
>
> Mark.Greenberg@enron.com wrote:
>
> > Steve -
> >
> > Thanks for the comments.  Here are my responses:
> >
> > 1.  Introductory Paragraph - Section (a) is unacceptable as this places
> an
> > administrative burden on Enron that currently does not exist.  Section
> (b)
> > is acceptable.
> >
> > 2.  Paragraph 3 - Changes are acceptable.
> >
> > 3.  Paragraph 4 -  Changes in this section are acceptable, however, it is
> > Enron's strong preference that no indemnity language be included.
> >
> > 4.  Paragraph 5 - Deletion of this provision is unacceptable.
> >
> > 5.  Paragraph 6 - This deletion is fine.
> >
> > 6.  Paragraph 7 - This change is acceptable.
> >
> > 7.  Paragraph 9 - This change is acceptable.
> >
> > If we still need to discuss the above items, please call me.  Otherwise,
> > please confirm that we can move forward based upon your changes and
> Enron's
> > responses.
> >
> > Thanks.
> >
> > Mark
> > Senior Counsel, EWS
> > Phone:     713-345-8897
> > Facsimile: 713-646-3490
> > E-Mail:      Mark.Greenberg@enron.com
> >
> >
> >                     Steve Howarth
> >                     <steve.howart        To:     mark.greenberg@enron.com
> >                     h@bea.com>           cc:
> >                                          Subject:     [Fwd: BEA - ENRON:
> NONDISCLOSURE
> >                     05/01/2001           AGREEMENT/LETTER]
> >                     11:52 AM
> >
> >
> >
> >     Mark,
> >
> >     Sorry, but I misspelled your name when I first sent the following
> > message this morning.
> >
> >     Regards,
> >
> >     Steve
> >
> > X-Mozilla-Status2: 00000000
> > Message-ID: <3AEEE8FB.2FBD727D@bea.com>
> > Date: Tue, 01 May 2001 10:48:59 -0600
> > From: Steve Howarth <steve.howarth@bea.com>
> > X-Mailer: Mozilla 4.61 [en] (Win98; I)
> > X-Accept-Language: en
> > MIME-Version: 1.0
> > To: mark.greenburg@enron.com
> > CC: Francis Minor <fminor@bea.com>, Mike Thack <mike.thack@bea.com>,
> > Chuck Hixson <chuck.hixson@bea.com>
> > Subject: BEA - ENRON:  NONDISCLOSURE AGREEMENT/LETTER
> > Content-Type: multipart/mixed ; boundary="
> > ------------2161B611D0F97A4065FF80B8"
> >
> >     Mark,
> >
> >     I have been asked to review the proposed NDA/letter submitted by
> > Enron to BEA.  Attached are redlined and clean versions of Rev2 of the
> > letter showing our proposed modifications.  If this Rev2 is acceptable,
> > I will be pleased to print, sign and return to you the clean version on
> > BEA's behalf.
> >
> >     Please feel free to contact me at 720.528.6007 if you have any
> > questions.
> >
> >     Regards,
> >
> >     Steve
> >
> > (See attached file: ENRON  NDA 01 05 01, rev2redline.doc)
> > (See attached file: ENRON  NDA 01 05 01, rev2clean.doc)
> > (See attached file: steve.howarth.vcf)
> > (See attached file: steve.howarth.vcf)
> >
> >
> ------------------------------------------------------------------------
> >                                           Name: ENRON NDA 01 05 01,
> rev2redline.doc
> >    ENRON NDA 01 05 01, rev2redline.doc    Type: Winword File
> (application/msword)
> >                                       Encoding: base64
> >
> >                                         Name: ENRON NDA 01 05 01,
> rev2clean.doc
> >    ENRON NDA 01 05 01, rev2clean.doc    Type: Winword File
> (application/msword)
> >                                     Encoding: base64
>
> (See attached file: ENRON  NDA 01 05 01, rev3redline.doc)
> (See attached file: ENRON  NDA 01 05 01, rev3clean.doc)
> (See attached file: steve.howarth.vcf)
>
>   ------------------------------------------------------------------------
>                                     Name: BEA - nonsolicit language.doc
>    BEA - nonsolicit language.doc    Type: Winword File (application/msword)
>                                 Encoding: base64
>
>                                           Name: ENRON NDA 01 05 01, 
rev3redline.doc
>    ENRON NDA 01 05 01, rev3redline.doc    Type: Winword File 
(application/msword)
>                                       Encoding: base64
>
>                                         Name: ENRON NDA 01 05 01, 
rev3clean.doc
>    ENRON NDA 01 05 01, rev3clean.doc    Type: Winword File 
(application/msword)
>                                     Encoding: base64

 - steve.howarth.vcf