Message-ID: <3832436.1075840448119.JavaMail.evans@thyme> Date: Fri, 14 Jun 2002 10:02:00 -0700 (PDT) From: veronica.davies@enron.com To: ge_benefits@enron.com Subject: GEWE PIA's Cc: michael.barnas@ps.ge.com, colleen.repplier@ps.ge.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: michael.barnas@ps.ge.com, colleen.repplier@ps.ge.com X-From: Veronica Davies X-To: GE_Benefits X-cc: michael.barnas@ps.ge.com, colleen.repplier@ps.ge.com X-bcc: X-Folder: \mark fischer 7-12-02\Notes Folders\All documents X-Origin: FISCHER-M X-FileName: mark fischer 7-12-02 LNotes.nsf Afternoon All, NEW PIAs I know many of you have been very anxious to get your arms around a new GE confidentiality agreement. I am attaching the following: 1. Mutual Nondisclosure Agreement. This is to be used with clients for potential transactions and for the exchange of information where the third party will not be designing a product and where we do not expect to own that design. 2. Proprietary Rights and Nondisclosure Agreement. This is to be used with engineers and vendors where they will be producing product for us that we consider to be GE Wind work product. For example, if we engage an engineer to design something for us where we expect to own that design. FILLING THEM OUT It is very important that the PIAs be properly completed. For the most part that just means filling in the third parties name in the first paragraph and in the signature block. However, there is one important variation with the Mutual Nondisclosure Agreement, you are required to fill in a description of the transaction that you are working on with the third party. Examples: manufacture and procurement of main shafts sale of GE wind turbines to the Company general development opportunities with the Company using GE wind turbines sale of GE wind turbines to the Company for XYZ Project IMPORTANT DIFFERENCES FROM EWC'S FORM Please keep in mind that the GE form requires you to follow up with a written letter as to any verbal conversation you had with someone where you discussed confidential information or you took someone on a visual site tour. So if you discuss something about our turbines that if put in writing we would consider confidential, you must send a quick letter following up that conversation and notifying them that the information is subject to this agreement. Also, if you take someone on a site tour where they are privy to confidential information, you must follow up with a letter. I will come up with a basic letter that you can keep and fill in the blanks and send out whenever the situation arises. Please keep in mind that these agreements are only as good as the documentation that backs them so be diligent in your efforts. LEGAL REVIEW OF PIAs/ GETTING YOUR PIA SIGNED If you do not make any changes to the text of the PIA, you do not need to seek legal review prior to having it signed by GE Wind Energy LLC. GE Wind is still working on signing authority and we should have further clarity soon. Until then, all persons who were vice-presidents of EWC are able to sign PIAs. Of course, Colleen Repplier can also sign. For your convenience, here are a list of the most likely signatories in the U.S.: Bob Gates Michael Miller Bob Rugh Craig Christenson Michael Westbeld Ben Bell Jeff Maurer WHAT TO DO WITH YOUR SIGNED PIAs 1. Please send a signed copy to Maya Arthur who will scan the PIA onto the system and maintain a data bank of PIAs that everyone can access. This will avoid the situation where we don't know if a customer or vendor has signed one yet or not. I believe once we have acess to the GE network, we can post these directly on the system. 2. Send the original to legal. WHAT ABOUT THE PIAs SIGNED WITH EWC We did our best to find and assign all PIAs that were signed with EWC. However, many are old and frankly, it just makes sense going forward to sign up new PIAs. This avoids a situation where you are banking on a previously signed PIA that fell threw the cracks and wasn't assigned. I would recommend that you starting signing up new PIAs as you go. QUESTIONS Give me a call. V.