FW: Confidentiality Agreement Draft As Discussed ,
 Carol,

We have a significant amount of exposure with Mieco and may be heading down=
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for a visit to Long Beach early next week for some due diligence.  Our=20
exposure is at EPMI, ENA and Portland General.  Can you review the CA and=
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provide comments?

Thanks,
Bill


 -----Original Message-----
From:  Richard Lowell <rlowell@mieco.com>@ENRON =20
Sent: Wednesday, April 18, 2001 5:09 PM
To: 'robin_thompkins@pgn.com'; Bradford, William S.
Subject: Confidentiality Agreement Draft As Discussed


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CONFIDENTIALITY AGREEMENT WITH RESPECT TO THE=20
FINANCIAL INFORMATION PROVIDED BY
MIECO INC.

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      This Confidentiality Agreement with respect to financial and/or=20
economic Information of Mieco Inc. (=01&Confidentiality Agreement=018) by a=
nd=20
between Mieco Inc. hereinafter called =01&Discloser=018, and the undersigne=
d party=20
whose name appears below (=01&Recipient=018).
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      WHEREAS, Discloser will disclose, prepare or supervise the preparatio=
n=20
of certain Protected Information, as that term is defined in section 1=20
hereof, and Discloser has agreed to make certain Protected Information=20
available to Recipient, subject to the terms and conditions set forth in th=
is=20
Confidentiality Agreement.
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      NOW THEREFORE, in consideration of the above promises and the mutual=
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covenants set forth herein, Discloser and Recipient hereby agree as follows=
:
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1.      DEFINITIONS. For purposes of this Confidentiality Agreement=20
=01&Protected Information=018 means any financial or economic information d=
isclosed=20
or prepared by Discloser with respect to operations or planned operations o=
f=20
the Discloser. =01&Protected Information=018 includes all related communica=
tions=20
regarding said operations whether such communication is oral or takes the=
=20
form of writings or documents.=20
      For purposes of this Confidentiality Agreement, =01&Representative=01=
8 shall=20
mean any director, officer, employee, agent or other representative of a=20
Recipient.
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2.    USE OF PROTECTED INFORMATION BY RECIPIENT. Recipient shall use=20
Protected Information solely to: (a) Evaluate any proposals made, position=
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taken by Discloser on any matter involving the operations, planned operatio=
ns=20
or credit worthiness of Mieco Inc.; and (b) to prepare Recipient=01,s own=
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proposals or positions with respect to such matters. In its use of the=20
Protected Information for these purposes, Recipient shall not disclose or=
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permit the disclosure of any Protected Information in any manner inconsiste=
nt=20
with the above including disclosure to employees of Recipient for trading=
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purposes or to cause or permit the Protected Information to become part of=
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any public record without the prior written consent of Discloser, provided,=
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however, that the foregoing is limited by section 4 hereof.
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3.     NONDISCLOSURE OF PROTECTED INFORMATION. (a) The Protected Informatio=
n=20
will be kept confidential by Recipient and its Representatives and will in =
no=20
event be given or revealed to any other person or entity without the prior=
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written consent of Discloser; provided, however, that Recipient may disclos=
e=20
Protected Information to any of its Representatives, but only if (i) such=
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Representative needs to=20
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have access to Protected Information for any purpose for which Protected=20
Information may be used pursuant to section 2 hereof, and (ii) the disclosu=
re=20
to the Representative is made in strict conformity with all of the provisio=
ns=20
of this section 3 and (iii) Recipient is responsible for compliance by its=
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Representatives with this Confidentiality Agreement. (b) Recipient will not=
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disclose any Protected Information to any person or entity except as=20
permitted hereby and all persons or entities who are to receive Protected=
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Information pursuant hereto shall safeguard the Protected Information from=
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unauthorized disclosure. (c) In addition, Recipient shall not disclose to a=
ny=20
other person or entity that it has received Protected Information hereunder=
.
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4.      INAPPLICABILITY TO NON-CONFIDENTIAL INFORMATION. Notwithstanding an=
y=20
other provision hereof, the following shall not constitute Protected=20
Information for purposes of this Confidentiality Agreement and Recipient an=
d=20
its Representatives shall have no duty or obligation to Discloser with=20
respect thereto: (a) Information that is or becomes generally available to=
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the public other than as a result of a disclosure by Recipient or any of it=
s=20
Representatives; (b) Information that was already known to Recipient or any=
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of its Representatives on a non-confidential basis prior to being so=20
provided; (c) Information that becomes available to Recipient or any of its=
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Representatives on a non-confidential basis from a source other than=20
Discloser if such source is not subject to any prohibition (whether=20
contractually undertaken or imposed by law) against transmitting such=20
information to Recipient or any of its Representatives.=20
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5.      INVOLUNTARY DISCLOSURE OF PROTECTED INFORMATION. Notwithstanding an=
y=20
other provision of this Agreement, if Recipient or any of its Representativ=
es=20
are requested or required to disclose any Protected Information, such party=
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will notify Discloser of such request or requirement so that Discloser may=
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seek an appropriate protective order or waive compliance with the provision=
s=20
of this Confidentiality Agreement. Recipient and/or its Representatives may=
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disclose only such of the Protected Information to the party compelling=20
disclosure as is required by law.
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Agreed this _____ day of___________, 2001
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Recipient: __________________________
                                      =20
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By: _____________________________________________
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NAME AND TITLE: ________________________________
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 - header.htm
carol.clair@enron.com