READ ONLY ELECTRONIC TRADING AGREEMENT

WHEREAS, Enron Power Operations Limited for itself and on behalf of its group undertakings (as defined by section 259 of the English Companies Act 1985) (“group undertakings”) from time to time (referred to herein collectively and individually as “Enron”) have established or will establish one or more websites or other internet-based electronic trading facilities (collectively, the “Website”) for the trading of products and instruments based on energy products or other commodities (including derivative products) (collectively, “Transactions”); Counterparty wishes you (“Counterparty”) wish to access to view, but not to trade or execute any transactions Transactions on, the Website; and Enron is willing to provide such access on the terms and conditions set forth herein,.  Enron and Counterparty hereby agree as follows:

Enron shall issue to Counterparty one or more passwords a password (which may allow counterparty to create other passwords) that will enable Counterparty to access to view, but not to trade or execute any transactions Transactions on, the Website (the “Passwords”) for a limited period and Enron shall be entitled to terminate this Agreement at any time immediately on notice to you.  Counterparty understands and agrees that: (1) the Website is provided solely for information purposes and is not intended and shall not constitute any offer or acceptance and shall not create any further legal relations between Enron and the Counterparty except as set forth herein. The website; (2) the Website and the information and material which it contains are subject to change without notice; (2)(3) Enron makes no warranty whatsoever to Counterparty as to the Website, or the results of Counterparty’s use of the Website, express or implied, and the Website  is provided by Enron on an “as is” basis at Counterparty’s sole risk and Enron expressly disclaims any implied warranties of satisfactory quality or fitness for a particular purpose; (3)(4) Enron, and its directors, officers, employees, and agents shall, to the extent permitted by law, have no liability, contingent or otherwise, to Counterparty or to third parties, for the accuracy, timeliness, completeness, reliability, performance or continued availability of the Website or for delays or omissions therein.  In no event will Enron be liable for any special, direct, indirect, incidental, punitive or consequential damages (including, without limitation, loss of business, loss of profit, loss of data, loss or corruption of data, loss of goodwill or reputation or wasted management time) which may be incurred or experienced on account of Counterparty’s entering into this Agreement, using any information on the Website or relying on the Website or any information on it, even if Enron has been advised of the possibility of such damages; (4) All.  Any limitations or restrictions on the liability of either party in this GTC shall only apply to the extent permitted by applicable law; (5) all material including images, text and audio on the Website is the property of Enron and is subject to copyright. All trade marks, names, logos and other intellectual property are also owned by Enron save for [ ] which are trade marks of [ ] those specified on the Website as being the property of third parties.  Counterparty is entitled to view, copy and print any documents from the Website but only for its own internal business purposes.  Any copying, modification, transmission, hiring or otherwise using the content of the Website for public or commercial purposes is prohibited; (5) Links on this(6) the Website may lead provide links to other certain websites. The content, accuracy and function sponsored and maintained by third parties.  Such websites are publicly available and Enron is providing access to such websites through the Website solely as a convenience to Counterparty.  Enron makes no representations or warranties concerning the content of such websites is outside the control of Enron and Enron accepts no responsibility for the content, accuracy or function and the fact that access to such websites is provided does not constitute any endorsement, authorization or sponsorship of such websites nor does the Enron endorse the contents of such sites nor do the or their sponsors by Enron nor is their any affiliation between Enron and such sponsors of and such websites sponsors do not endorse, authorize or sponsor the Website.  Counterparty understands and agrees that it will use or rely on such websites solely at its own risk and Enron does not grant to the Counterparty any rights in respect of such websites.

This Agreement will be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.

I DO NOT ACCEPT

I ACCEPT

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UK
13 July 1999 - Version 3

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London-1/382839/03 1/382839/01

NY12532: 259013.2

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CompareRite found    2 change(s) in the notes

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