EXHIBIT 99.494
AGREEMENT FOR DEVELOPMENT OF BUSINESS PLAN
Perot Systems Corporation, a Delaware Corporation ("Perot Systems") with offices
at 12404 Park Central Drive, Dallas, Texas 75251, California Power Exchange, a
California Corporation ("CalPX") with offices at 200 South Los Robles, Suite
400, Pasadena, California, 91101 and OM Technology Energy Systems Corporation, a
California Corporation ("OMT") with offices at 199 South Robles, Suite 770,
Pasadena, California, 91101, hereby agree to cooperate in a study to develop the
business plan for an asynchronous digital marketplace for trading, scheduling,
settlements, billing and information clearing for electricity, natural gas and
other energy related commodities worldwide ("Study"). Perot Systems, CalPX, and
OMT are individually referred to as a "Consortium Member" and collectively
referred to as the "Consortium".
(a) Each Consortium Member shall provide technical, business and
administrative support as reasonably required for the Study.
(b) Each Consortium Member shall have equal access and opportunity to use
the information in the business plan.
(c) Each Consortium Member shall have the right to pull out of the
Consortium at any time and for any reason. Under such circumstances,
the remaining Consortium members shall have the right to continue with
the Study.
(d) Each Consortium Member shall bear all its own expenses in connection
with the Study.
(e) In connection with the Study it may be necessary for a Consortium
Member to provide proprietary information to other Consortium Members.
It is agreed that any disclosure shall be made only in accordance with
Attachment A.
All communications relating to this Agreement shall be directed to the persons
designated below.
California Power Exchange.
Attn: John Flory
200 South Los Robles, Suite 400,
Pasadena, CA, 91101
Perot Systems Corporation
Attn: Dariush Shirmohammadi
1000 S. Fremont, Ave, Suite 6200
Alhambra, CA 91803
OM Technology Energy Systems Corporation
Attn: Kjell Barmsnes
199 South Los Robles Ave., Suite 770
Pasadena, CA 91101
AGREED:
CALIFORNIA POWER EXCHANGE PEROT SYSTEMS CORPORATION
By: By:
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Name: Name:
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Title: Title:
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Date: Date:
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OM TECHNOLOGY ENERGY SYSTEMS CORPORATION
By:
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Name:
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Title:
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Date:
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ATTACHMENT A
NONDISCLOSURE AGREEMENT
This Nondisclosure Agreement (the "Agreement") is entered into between
California Power Exchange (CalPX), OM Technology Energy Systems Corporation
("OMT"), and Perot Systems Corporation ("Perot Systems"), hereinafter referred
to as "Consortium Members" as of September 9, 1999.
CalPX, OMT and Perot Systems are parties to a Consortium Agreement dated as of
August 13, 1999 (the "Consortium Agreement"). In order for the parties to
discuss preparing and submitting to the Mountain West Independent Scheduling
Administrator ("MWISA") a proposal to build and operate a settlement system and
internet interface system ("Proposal") each party may need to disclose
confidential or proprietary information to the others regarding its business
activities and plans (the "Confidential Information"). Information disclosed by
a party shall be deemed Confidential Information without regard to whether it is
marked as confidential or identified in writing as confidential. The parties
agree to protect all other's Confidential Information disclosed during the
period commencing 30 days before the Effective Date and ending six months after
the Consortium Agreement expires or is terminated.
1. Each party shall use at least the same degree of care, but no less than a
reasonable degree of care, to avoid unauthorized disclosure or use of the
other parties' Confidential Information as it employs with respect to its
own Confidential Information of like importance. Receipt and disclosure of
Confidential Information will be coordinated for the parties by:
For CalPX: John Flory
For Perot Systems: Dariush Shirmohammadi
For OMT: Kjell Barmsnes
2. No party has any obligation with respect to any Confidential Information
which (a) was previously known by such party without obligations of
confidentiality; (b) that party independently develops; (c) is or becomes
publicly available without a breach of this Agreement by any party; or (d)
is disclosed to it by a third party who is not required to maintain its
confidentiality. The party claiming any of the above exceptions has the
burden of proving its applicability.
3. Each party may disclose Confidential Information only to its own officers,
directors, and employees and to its consultants and advisors who reasonably
need to know it. Each party shall be responsible to the others for any
violation of this Agreement by its own officers, directors, employees,
consultants or advisors.
4. No party may print or copy, in whole or in part, any documents or other
media containing any Confidential Information without the prior written
consent of the other parties other than copies for its officers, directors,
employees, consultants or advisors who are working on the matter. No party
will remove or deface any notice of copyright, trademark, logo or other
proprietary notice of the other parties appearing on any original or copy
of the others' Confidential Information.
5. Each party's Confidential Information shall remain its own property. Upon
the request of another party, each party shall return all of the others'
Confidential Information, or destroy it and provide the other parties with
written certification of such destruction, except for archival and backup
copies that are not readily available for use and business records required
by law to be retained.
6. If any party becomes legally obligated to disclose any of the other
parties' Confidential Information, the party subject to the obligation
shall notify the other parties in writing promptly and shall cooperate with
the other parties at their expense in seeking a protective order or other
appropriate remedy.
7. Each party agrees that in the event of a breach or threatened breach by a
party, including its officers, directors, consultants or employees, of the
provisions of this Agreement, the non-breaching parties will have no
adequate remedy in money damages and, accordingly, shall be entitled to
seek an injunction against such breach, in addition to any other legal or
equitable remedies available to it.
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8. Each party is disclosing Confidential Information solely on an "AS IS"
basis, with no warranties. The disclosing party will not be liable for any
damages arising out of the use of Confidential Information disclosed
hereunder.
9. If any Confidential Information originating in the United States is
authorized by this Agreement to be disclosed outside the United States, the
receiving parties agree to ensure that it or any materials derived from it
are not disclosed or communicated to any individual or entity in any
country to which the export of such information is prohibited by U.S.
export laws or regulations.
10. This Agreement is governed by the laws of California without regard to its
rules on conflicts of law. No party may assign its rights or obligations
under this Agreement. No modification or waiver of any provision of this
Agreement shall be effective unless in writing and signed by the party
sought to be bound. The obligations of confidentiality under this Agreement
is the entire agreement between the parties on nondisclosure of
Confidential Information and supersedes all prior representations and
agreements between the parties on that subject relating to the Proposal.
This Agreement shall expire five years after the last receipt of
Confidential Information by any party.
AGREED: AGREED:
CALIFORNIA POWER EXCHANGE PEROT SYSTEMS CORPORATION
By: By:
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Name: Name:
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Title: Title:
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OM TECHNOLOGY ENERGY SYSTEMS CORPORATION
By:
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Name:
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Title:
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