AGREEMENT FOR USE AND NON-DISCLOSURE
OF PROPRIETARY INFORMATION
THIS AGREEMENT, made effective as of the ___ day of ______, 2004, by and between the Sprint Local Telecommunications Division companies listed in Exhibit A, on behalf of themselves and their affiliated companies (hereinafter collectively “Sprint LTD” or “Disclosing Party”), whose address is 6200 Sprint Parkway, Overland Park, KS 66251, and , whose address is (hereinafter “Receiving Party”), is to assure the protection and preservation of the confidential and proprietary nature of information to be disclosed or made available to Receiving Party via Sprint LTD’s Access Care System. The Parties agree that Receiving Party will be accessing certain information of the Disclosing Party contained in the Sprint LTD’s Access Care System for purposes of checking the status of their Special Services tickets.
NOW, THEREFORE, in reliance upon and in consideration of the following undertakings, the parties, for themselves, their subsidiaries and affiliates, agree as follows:
1. Restriction. Receiving Party agrees that all information, including without limitation all oral and written information, disclosed to the Receiving Party via Sprint’s Access Care System shall be deemed to be confidential, restricted, and proprietary to Disclosing Party (hereinafter referred to as “Proprietary Information”).
2. Use. In consideration for being granted access to the Proprietary Information, the Receiving Party agrees to use the Proprietary Information received from the Disclosing Party only for the purpose of this Agreement, and further agrees that it will not disclose the Proprietary Information for a period of three years from the date of receipt of the Proprietary Information. No other rights, and particularly rights to licenses, trademarks, inventions, copyrights, patents, mask work protection rights, or any other intellectual property rights are implied or granted under this Agreement or by the conveyance of Proprietary Information between the parties.
3. Special Requirements. Receiving Party further agrees to the following special requirements:
(a) Whenever one of its employees who has been granted access to the Access Care System leaves the Receiving Party’s employ, the Receiving Party will notify Sprint LTD.
(b) Receiving Party, on behalf of itself, its employees, officers and directors, will not contact directly any of the Sprint LTD employees whose names and telephone numbers are listed in the Access Care System.
(c) Receiving Party shall notify Sprint LTD if it sells, trades, or otherwise discontinues using all or part of its business. Because Sprint LTD utilizes the Receiving Party’s ACNAs to manage its Special Services data and access to this data in the Access Care System, any change in the Receiving Party’s business that affects its ACNAs must be communicated to Sprint LTD.
If the Receiving Party breaches either of these special requirements, Sprint LTD, at its option and without waiving any other rights or remedies it has, may block access to the Access Care System for some or all of the Receiving Party’s employees.
4. Copying. Proprietary Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement.
5. Care. The Receiving Party shall provide the same care to avoid disclosure or unauthorized use of the Proprietary Information as it provides to protect its own similar proprietary information. The parties agree that all Proprietary Information shall be retained by the Receiving Party in a secure place with access limited to only such of the Receiving Party's employees or agents who need to know such information for purposes of this Agreement and to such third parties as the Disclosing Party shall have consented to by prior written approval.
6. Ownership. All Proprietary Information, unless otherwise specified in writing, shall remain the property of the Disclosing Party, shall be used by the Receiving Party only for the purpose intended, and such Proprietary Information, including all copies thereof, shall be returned to the Disclosing Party or destroyed after the Receiving Party's need for it has expired or upon request of the Disclosing Party, and, in any event, upon termination of this Agreement. At the request of the Disclosing Party, the Receiving Party shall furnish a certificate of an officer of the Receiving Party certifying that Proprietary Information not returned to Disclosing Party has been destroyed.
7. Limitation. It is understood that the term "Proprietary Information" does not include information which:
(a) has been or may in the future be published or is now or may in the future be otherwise in the public domain through no fault of the Receiving Party;
(b) prior to disclosure hereunder is properly within the legitimate possession of the Receiving Party;
(c) subsequent to disclosure hereunder is lawfully received from a third party having rights therein without restriction of the third party's right to disseminate the information and without notice of any restriction against its further disclosure,
(d) is independently developed by the Receiving Party through parties who have not had, either directly or indirectly, access to or knowledge of such Proprietary Information;
(e) is transmitted to the Receiving Party after the Disclosing Party has received written notice from the Receiving Party that it does not desire to receive further Proprietary Information; or
(f) is obligated to be produced under order of a court of competent jurisdiction or other similar requirement of a governmental agency, so long as the party required to disclose the information provides the other party with prior notice of such order or requirement.
8. Relief. Because damages may be difficult to ascertain, the parties agree that in the event of violation of this Agreement, without limiting any other rights and remedies of each other, an injunction may be sought against the party who has breached or threatened to breach this Agreement.
9. Term. This agreement will remain in effect until such time that the Receiving Party is no longer connecting to Sprint's Access Care System and thus no longer accessing the Proprietary Information. This Agreement may be terminated at any time during the period of the Agreement by mutual agreement of the parties, or by one party giving the other party sixty (60) days’ written notice of the intent to terminate; provided that termination of this Agreement shall not relieve the Recipient Party of its obligations under this Agreement with respect to Proprietary Information exchanged prior to the effective date of termination.
10. Right to Disclose. The Disclosing Party warrants that it has the right to disclose all Proprietary Information which it has disclosed to the Receiving Party pursuant to this Agreement, and the Disclosing Party agrees to indemnify and hold harmless the Receiving Party from all claims by a third party related to the wrongful disclosure of such third party's information. Otherwise, the Disclosing Party makes no representation or warranty, express or implied, with respect to any Proprietary Information. Neither party shall be liable for indirect, incidental, consequential, or punitive damages of any nature or kind resulting from or arising in connection with this Agreement.
11. Disclosure. All media releases and public announcements or disclosures by either party relating to this Agreement, its subject matter or the purpose of this Agreement shall be coordinated with and consented to by the other party in writing prior to the release thereof
II. Related Proceedings. In any related proceeding, the parties agree to enter a protective order providing for the confidential treatment or protection of the Propriety Information. The party seeking to submit such information in a related proceeding shall comply with the terms of such protective order.
12. General. This Agreement shall be governed and construed under the laws of the State of Kansas and there are no understandings, agreements or representations, express or implied, not specified herein. This agreement, and its attachments, represents the entire understanding between the parties, and the terms of this agreement supersede the terms of any prior agreements or understandings, written or oral. This Agreement may not be amended except in writing. The existence of this Agreement and the nature of the discussions between the parties shall not be disclosed by either party without the prior written consent of the other party.
IN WITNESS THEREOF, the parties have executed this Agreement from the effective date stated above.
RECEIVING PARTYBy: ______/ SPRINT LTD
By: ______
Name: / Name:
Title:
Date: / Title:
Date:
EXHIBIT B
Sprint Local Telephone Operating Companies
Sprint - Florida, Incorporated
Carolina Telephone and Telegraph Company
United Telephone - Southeast, Inc. (Operates in Tennessee and Virginia)
United Telephone Company of the Carolinas
Central Telephone Company
Central Telephone Company of Virginia
The United Telephone Company of Pennsylvania
United Telephone Company of New Jersey, Inc.
United Telephone Company of Ohio
United Telephone Company of Indiana, Inc.
United Telephone Company of Texas, Inc.
Central Telephone Company of Texas
Sprint Missouri, Inc.
United Telephone Company of Kansas
United Telephone Company of Southcentral Kansas
United Telephone Company of Eastern Kansas
United Telephone Company of Southeastern Kansas
Sprint Minnesota, Inc.
United Telephone Company of the West
United Telephone Company of the Northwest