LICENSE AGREEMENT
This License Agreement (this “Agreement”) is between Enron Net Works, LLC, a Delaware limited liability company (“Enron”), and the undersigned (“Licensee”), and is effective as of the date executed by Enron.  Enron and Licensee are each referred to as a “Party” and collectively as the “Parties.”
WHEREAS, Enron has developed a proprietary [data feed format and data type definitions] (described more particularly in Exhibit A attached hereto and herein referred to as the “Data Type Definitions and Formats”), which are used for transmitting transactional data;
WHEREAS, Licensee desires to review and evaluate the Data Type Definitions and Formats for its internal use, and if Licensee so elects, to use the Data Type Definitions and Formats for its internal use.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, Enron and Licensee hereby agree as follows:
1.	1 Right to Use.  Subject to the terms and conditions of this Agreement, Enron hereby grants to Licensee a perpetual, non-exclusive, non-transferable, worldwide license to use the Data Type Definitions and Formats for its internal business purposes.  [I would not include a license, with the right to distribute to Licensee’s customers and/or affiliates, just to keep this simple… but if Enron wants to cover them, you could have the following:  Enron agrees thatfacilitate communications between Licensee’s Affiliates may use the data in accordance with the terms and conditions of this Agreement, provided that prior to such use, such Affiliate agrees to be bound by the terms and conditions of this Agreementcustomer/affiliate.  “Affiliate” shall mean a corporation, partnership, joint venture or other legal entity under common control with Licensee.  For the purposes of this definition, “control” means (1) the legal or beneficial ownership of (i) 50 % of more of the outstanding voting stock of a company, or (ii) 50% or more of the equity of a company, partnership, joint venture, (b) the power to exercise a controlling influence over the management or policies of such company, or (c) with respect to a partnership or joint venture, having general partner status or otherwise joint and several liability with other owners.]
2.	2 Restrictions.  Licensee agrees not to: (i) transfer, sell, lease, or assign, in whole or in part, the Data Type Definitions and Formats; or (ii) directly or indirectly transfer, transmit, export or re-export, or knowingly permit the export or re-export of the Data Type Definitions and Formats, or any portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency.
3.	3 Reservation of Rights.  Except for the limited use license set forth in Section 1 above, Enron reserves all its rights and interests in the Data Type Definitions and Formats.  All rights, title, and interest, including trademarks, patent rights, copyright interests, and all other forms of intellectual property rights in and to the Data Type Definitions and Formats, are the exclusive property of Enron.
4.	4 Disclaimer of Warranties.
(a)	The Data Type Definitions and Formats constitutes sample formatting and is being provided to Licensee free of charge for its evaluation and use.  Enron may substantially alter the Data Type Definitions and Formats that is uses for its own purposes, and Enron has no obligation to provide any updates or enhancements to the Data Type Definitions and Formats to Licensee.  Further, Enron is not under any obligation to continue using the Data Type Definitions and Formats.
(b)	The Data Type Definitions and Formats is provided "as is" and without warranty of any kind.  All warranties, expressed or implied, are hereby disclaimed.  To the maximum extent permitted by applicable law, Enron further disclaims all warranties, whether express, implied, or statutory, including but not limited to any warranties, duties or conditions of, or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence.  Also there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description, or non-infringement.  The entire risk arising out of the use or performance of the Data Type Definitions and Formats remains with the Licensee.  
(c)	Enron will not be liable to Licensee or its [affiliates/Affiliates] or customers, or to their respective officers, directors, employees and representatives, for any claims, liabilities, damages, or expenses arising from the violation of any third party’s trade secrets, proprietary rights, copyright, patent rights, or other intellectual property rights in connection with the use by Licensee or its Affiliates of the Data Type Definitions and Formats.
5.	5 Limitation of Liability.
(a)	To the maximum extent permitted by applicable law, in no event shall Enron or its suppliers be liable for any consequential, incidental, direct, indirect, special, punitive, or other damages whatsoever (including but not limited to damages for: loss of profits; business interruption; loss of confidential or other information; personal injury; failure to meet any duty, including without limitation duties of good faith or of reasonable care; negligence; and any other pecuniary loss) arising out of or in any way related to the use of or inability to use the Data Type Definitions and Formats, or the provision or failure to provide support services, or otherwise under or in connection with any term of this Agreement, even if Enron has been advised of the possibility of such damages.  
(b)	Notwithstanding any damages that Licensee might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Enron under this Agreement shall be limited to actual damages incurred by the Licensee up to $1,000.  In no event shall Enron be liable for any consequential, incidental or exemplary damages, or for any lost profits or lost business opportunities for any matter arising out of or relating to this Agreement.  
(c)	The limitations exclusions and disclaimers set forth in Sections 4 and 5 shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
(d)	Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to Licensee.
6.	6 Other Provisions
(a)	This Agreement shall be binding upon and shall inure to the benefit of each Party and any of its successors or assigns.  Licensee may not, without the prior written consent of Enron, assign or transfer this Agreement or any obligationrights incurredgranted hereunder.
(b)	This Agreement may be modified or amended only by a written agreement between the Parties.  The Parties may waive provisions of this Agreement only in writing.  Any waiver of any provision of this Agreement will not be deemed a waiver of any subsequent rights in this Agreement.
(c)	This Agreement shall be governed by and construed in accordance with the laws of the state of Texas, exclusive of conflicts of law principles.  
(d)	If any provision of this Agreement is held to be unenforceable, this Agreement will remain in full force and effect with such unenforceable provision omitted.  
(e)	This Agreement constitutes the entire agreement, understanding, communications, and representations, expressed or implied, between Enron and Licensee with respect to the subject matter of this Agreement and supersedes and cancels all prior and contemporaneous agreements, understandings, or communications (oral or written) relating to the subject matter of this Agreement.
IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by its duly authorized representative on the date set forth below its name.
			Enron:			ENRON NET WORKS, LLC
						By:  ___________________________
						Date:  __________________________

			Licensee:		_______________________________
						By:  ___________________________
						Date:  __________________________

Exhibit A:	Description of Data Type Definitions and Formats