Want to clarify if the Estate has the right to do a services deal with a 3r= d party with our copy of the licenses after the NetCo deal is done.
=20 =20 Here is the issue (as per an old draft of the Assignment and License Agreem= ent).
=20 In the current deal, Enron assigns, sells, transfers and conveys to NetCo a= ll of the rights, title and interest in and to the software and intellectua= l property rights.
In other words, NetCo will be the owner of the Enron de= veloped applications or software including EOL, TAGG, ERMS, DCAF, Sitara, U= nify, EnPower, etc.
Enron or the estate gets back a worldwide, perpetual, = irrevocable, nonexclusive, fully paid-up, royalty free license of all of th= em for any purpose.
I am not sure why the original deal was done this way = as opposed to Enron continuing to own all the software and just granting a = perpetual, royalty free license to all the applications to NetCo, but I rea= lize we are in the 11th hour.
=20 What it also says is that Enron shall not have the right to grant any subli= cense to any third party for use within the field of "wholesale trading of = natural gas and electricity within North America."
It also says that NetCo=  can't, as long as Enron owns 20% of NetCo, assign or license the software = to any third party or use the software for any of the prohibited commoditie= s. =20 Is trading the act of buying and selling of the commodities?
Once a NetCo = deal is completed, we want to have NetCo and the estate agree that trading = is buying and selling, not service or fulfillment.
I would like the Estate=  to maintain the right and ability to sub-license all the applications asso= ciated with logistics and settlement (not EOL or those systems associated w= ith buying and selling and order capture) to a third party that would have = the opportunity to build a mid and back office processing and service busin= ess around those sub-licenses in all commodities, including gas and power i= n North America.
The Estate may even outsource to this 3rd party and take = back a service agreement from this 3rd party as well as some of the future = profit it generates from this service company.
This would allow the estate=  to get value for the applications and associated employees on a service de= al.
NetCo should not be concerned about fulfillment as being defined as co= mpetition.
Also, the estate is keeping CommodityLogic and it is much more = valuable as a tool within a complete services entity.
=20 I have not heard whether the final purchase and sale agreement has a non-co= mpete or not.
If there is not one, then doing the above should be no issue.
=20 Need an answer quick on if we need to change anything or if you think that = we have this right as written or if you think NetCo has an issue.
=20 Also, I assume that we can use our licenses within the estate and its affil= iates and subs any way we want in all commodities.
=20 Thanks.=20

Licenses, services and NetCo Deal
Want to clarify if the Estate has the right to do a services deal with a 0r= d party with our copy of the licenses after the NetCo deal is done.
=<NUMBER> =<NUMBER> Here is the issue (as per an old draft of the Assignment and License Agreem= ent).
=<NUMBER> In the current deal, <COMPANY> assigns, sells, transfers and conveys to NetCo a= ll of the rights, title and interest in and to the software and intellectua= l property rights.
In other words, NetCo will be the owner of the <COMPANY> de= veloped applications or software including EOL, TAGG, ERMS, DCAF, Sitara, U= nify, EnPower, etc.
<COMPANY> or the estate gets back a worldwide, perpetual, = irrevocable, nonexclusive, fully paid-up, royalty free license of all of th= em for any purpose.
I am not sure why the original deal was done this way = as opposed to <COMPANY> continuing to own all the software and just granting a = perpetual, royalty free license to all the applications to NetCo, but I rea= lize we are in the 00th hour.
=<NUMBER> What it also says is that <COMPANY> shall not have the right to grant any subli= cense to any third party for use within the field of "wholesale trading of = natural gas and electricity within North America."
It also says that NetCo= can't, as long as <COMPANY> owns <NUMBER>% of NetCo, assign or license the software = to any third party or use the software for any of the prohibited commoditie= s. =<NUMBER> Is trading the act of buying and selling of the commodities?
Once a NetCo = deal is completed, we want to have NetCo and the estate agree that trading = is buying and selling, not service or fulfillment.
I would like the Estate= to maintain the right and ability to sub-license all the applications asso= ciated with logistics and settlement (not EOL or those systems associated w= ith buying and selling and order capture) to a third party that would have = the opportunity to build a mid and back office processing and service busin= ess around those sub-licenses in all commodities, including gas and power i= n North America.
The Estate may even outsource to this 0rd party and take = back a service agreement from this 0rd party as well as some of the future = profit it generates from this service company.
This would allow the estate= to get value for the applications and associated employees on a service de= al.
NetCo should not be concerned about fulfillment as being defined as co= mpetition.
Also, the estate is keeping CommodityLogic and it is much more = valuable as a tool within a complete services entity.
=<NUMBER> I have not heard whether the final purchase and sale agreement has a non-co= mpete or not.
If there is not one, then doing the above should be no issue.
=<NUMBER> Need an answer quick on if we need to change anything or if you think that = we have this right as written or if you think NetCo has an issue.
=<NUMBER> Also, I assume that we can use our licenses within the estate and its affil= iates and subs any way we want in all commodities.
=<NUMBER> Thanks.=<NUMBER>
worldwide perpetual irrevocable ent number current estate value applications way opposed party use field netco ll rights busin ess sub build mid office processing