From: [email-masked]
To: [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked]
Date: Sun, 3 Jun 2001 08:12:10 -0700 (PDT)

Attached for your review is a revised draft of the Licensing  Agreement with Accenture.  Ted has  reviewed the draft and his comments are reflected.  We look forward to finalizing and making  the distribution to Accenture on Monday.   
Following are some thoughts for your consideration:
1.             Definition of Enron Platform.  Andy's definition of "Enron Platform"  excluded products substantially dissimilar to those listed on the platform, to  which we added the qualification of listed on the platform as of the  Effective Date.  Is this  correct?  In addition, is there a  possibility that Enron might split up the platform (i.e., by product type), and  then sell off certain segments?  If  so, we may need to further modify the definition.
2.          License Grants.   Though the license grant with respect to Customer-Specific Transaction  Data in Section 3.1 is limited to Accenture's right to re-format the data, we  advise adding some restrictions to specifically negate their right to manipulate  the data in certain ways, as per your previous business discussions.  In addition, with respect to the  SmartClient Software license in Section 3.3, Accenture will be permitted to  freely modify the software for their own purposes, except to the extent the  software is being used for receiving data through the Enron Data Feed.  We need to confirm that the appropriate  restrictions have been imposed.   
3.             Minimum Annual Payments.   Section 5.1(b) provides that the Minimum Annual Payment is due at the end  of each Contract Year.  Is this  satisfactory from the accounting perspective, or do we want more flexibility for  purposes of booking these payments?
4.          Audit Rights.  In  Section 5.4(b), we have added a limited right to do an operational audit, i.e.,  the audit can be initiated only on claim of breach, and can be performed only by  a third party.  We would like to  discuss expanding this right.
5.             Acceleration Rights on Termination.  Section 7.6(b) permits us to accelerate  the Minimum Annual Payments on Accenture's default for breach of contract.  Is this the appropriate trigger?
6.             Accenture Warranties.   Should we add any warranties to Section 8.2?
7.             Accenture Indemnity.   We have expanded Accenture's indemnity obligation in Section 9.2(a), to  cover any claims arising out the TSH Services or their modifications to the  SmartClient Software.  The only  exception we have permitted is for data errors verified as Enron errors.  
8.             "Readable" Data.  We  have used the term "readable" in referring to the data in various places in the  Agreement, including Section 4.1(a)(ii).   In using this term, we intend to differentiate between the static data  received by an Enron Customer, and the data to be received, "read" and then  re-formatted by Accenture.  We may  need to select a more precise term with Jay's  assistance.

 - June 3 License Agreement with Accenture [by V&E].DOC