Public Key Infrastructure (PKI) Qualified Bidder Agreement Form

Attachment G - Public Key Infrastructure (PKI) Agreement Form

Instructions

The letters A to I below refer to the circled letters on the Public Key Infrastructure (PKI) Agreement Form(the PKI Agreement Form), completed by Industry Canada, as an example.

A - The Authorized Representative’s name must be identical to the one used for Part 2, Section 10 of the Application to Participate in the Auction for Spectrum Licences for Advanced Wireless Services and other Spectrum in the 2 GHz Range (the AWS Auction Application).Should you wish to change the name of your Authorized Representative, you must submit an amended AWS Auction Application and an amended PKIAgreement Form along with a covering letter signed by both the original and the new Authorized Representatives explaining the amendment.In addition, if the new Authorized Representative is also a Designated Bidder, aPKI Application Formmust also be completed for the new bidder and two copies of government-issued identification (refer to the Public Key Infrastructure (PKI) Application Form for further details) must be provided.

B - The Applicant’s name must be identical to the name indicated in Part 1, Section 1 of theAWS Auction Application.

C, D, E - The names of the three Designated Bidders must be identical to the names indicated on the Designated Bidders Form.Please note, if the Authorized Representative is also a Designated Bidder, his/her name must be included in either C,D or E as well.Please note that only those whose name appears in C,D or E, as a Designated Bidder, will be able to place bids.

F - The Authorized Representative must sign and date the form. Only the Authorized Representative and Designated Bidders may sign sections F to I.Each signee must sign his/her own signature.No one may sign on someone else’s behalf.

G, H, I -The Designated Bidders must sign and date the form.Only an original signature is accepted, as noted above.

The names on this form must correspond to the names on the AWS Auction Applicationand the Designated Bidders Form.If you wish to make an amendment to the name of any of your Designated Bidders, you must submit: an amended PKI Agreement Form; a completedPKI Application Form; a copy oftwo government-issued identification (refer to the Public Key Infrastructure (PKI) Application Form for further details); and an amended Designated Bidders Form.

For expediency, please ensure that the preceding guidelines are respected.Please address questions concerning this form, to Duane Rudeen at 613-998-3850. Please note that to participate in the Auction for Spectrum Licences for Advanced Wireless Services and other Spectrum in the 2 GHz Range, the above-noted forms must be correctly filed with Industry Canada.

Industry Canada Spectrum AuctionsPublic Key Infrastructure (PKI)

Agreement Form (Sample)

This form is for the Authorized Representative and Designated Bidders of each company qualified to bid (“Qualified Bidders”), to attest their understanding of the Terms and Conditions upon which they may use and rely upon PKI certificates issued to them.Please complete and forward this form and the attached Terms and Conditions, with a covering letter on company letterhead, via courier to: Howard Chatterton, AWS Manager, Radiocommunications and Broadcasting Regulatory Branch, Industry Canada, 300 Slater Street, 15th floor, Ottawa, Ontario, Canada, K1A 0C8.

This form will be used, should the Department determine that you are a qualified bidder.

ask Industry Canada to issue or provide us with digital signature keys, and confidentiality keys, and Public Key Certificates;

understand and agree that in order for Industry Canada to issue PKI Certificates and keys, certain identifying information about each designated bidder will be disclosed in a certificate repository;

understand and agree that use of and reliance on these keys is subject to the following terms and conditions;

understand and agree that these terms and conditions may change, and we will be bound by any amendments to them;

understand that the terms and conditions contain certain disclaimers and limitations of liability of Industry Canada.

Industry Canada Spectrum AuctionsPublic Key Infrastructure (PKI)

Agreement Form

This form is for the Authorized Representative and Designated Bidders of each company qualified to bid (“Qualified Bidders”), to attest their understanding of the Terms and Conditions upon which they may use and rely upon PKI certificates issued to them. Please complete and forward this form and the attached Terms and Conditions, with a covering letter on company letterhead, via courier to: Howard Chatterton, AWS Manager, Radiocommunications and Broadcasting Regulatory Branch, Industry Canada, 300 Slater Street, 15th floor, Ottawa, Ontario, Canada, K1A 0C8.

This form will be used, should the Department determine that you are a qualified bidder.

ask Industry Canada to issue or provide us with digital signature keys and confidentiality keys, and to issue to us Public Key Certificates;

understand and agree that in order for Industry Canada to issue PKI Certificates and keys, certain identifying information about each designated bidder will be disclosed in a certificate repository;

understand and agree that use of and reliance on these keys is subject to the following terms and conditions;

understand and agree that these terms and conditions may change, and we will be bound by any amendments to them;

understand that the terms and conditions contain certain disclaimers and limitations of liability of Industry Canada.

Terms and Conditions

The following are the terms and conditions upon which Subscribers may use and rely upon certificates issued by Industry Canada under the Industry Canada Public Key Infrastructure (INDUSTRY CANADA PKI):

1.Identification Information

The Qualified Bidder and the Designated Bidders certify that all the informationsubmitted is true, accurate and complete.

2.Protection of Keys

The Designated Bidders:

(a)shall keep all password(s), confidential;

(b)shall take all reasonable measures to prevent the loss, disclosure, modification or unauthorized use of any password(s).

3.Acceptable Use or Reliance

The Designated Bidder:

(a) will use or rely on INDUSTRY CANADA PKI certificates only for his or her dealings with Industry Canada;

(b) will use or rely on INDUSTRY CANADA PKI certificates only for transactions or for types of information as established by Industry Canada;

(c) will not hold Industry Canada liable for any losses in excess of the Limits on Liability established by Industry Canada as set in Section 4;

(d) understands that the use of, or reliance on, INDUSTRY CANADA PKI certificates for transactions or types of information other than as set out in this agreement, is at the Subscriber's own risk.

4.Liability

Subject to section 10, Industry Canada's maximum aggregate liability to a subscriber of the Industry Canada Public Key Infrastructure who reasonably uses or relies on a certificate, for any claim whatsoever related to any service associated with the issuance, use of, or reliance upon, a medium level certificate issued by Industry Canada or its associated public/private key pair, shall not exceed $50,000.00 per instance of use or reliance, even if Industry Canada has been advised of the possibility of such damages, or for claims by a third party, nor shall Industry Canada's contractors, suppliers, agents, employees or representatives have such liability.This section shall apply whether or not the liability results from negligence, a breach of fundamental terms or conditions, or a fundamental breach of this Agreement.

5.Revocation of Certificates

The Qualified Bidder or its Designated Bidder:

(a)may request Industry Canada to revoke his or her certificate(s) at any time prior to the expiration of its/their lifetime(s);

(b) must request Industry Canada to revoke his or her certificate(s) in certain circumstances. These circumstances are:

(i) if the Designated Bidder's password(s), is/are or may be compromised or insecure, or

(ii) if any of the information contained in the Designated Bidder's certificate(s) has changed or altered, or becomes otherwise incorrect or incomplete;

(c) acknowledges that Industry Canada may revoke the Designated Bidder's certificate(s):

(i) if any of the information in the Designated Bidder's certificate(s) changes,

(ii) ifIndustry Canada knows or suspects that the Designated Bidder's private key(s) or a private signing key of the issuing Certification Authority has been compromised,

(iii) if Industry Canada knows or suspects that the Designated Bidder's password(s) has been compromised,

(iv)if a certificate of the Certification Authority that signed the Designated Bidder's certificate(s) is revoked, or

(v)if the Designated Bidder's fails to comply with his or her obligations under this Agreement;

(d)acknowledges Industry Canada will notify the Designated Bidder of the revocation;

(e) understands that in the event Industry Canada revokes the Designated Bidder(s)’ certificate(s), he or she may request a new certificate(s).

6. Distinguished Name (a unique, unambiguous name assigned by the Certification Authority)

The Designated Bidder(s) acknowledges that Industry Canada has the right to changehis or her Distinguished Name for any reasonable cause.

7. Privacy

The Designated Bidder:

(a) consents to, and accepts this agreement as notice of:

(i) the collection of the personal information about the Designated Bidder in connection with the authorized uses of his or her certificate(s),

(ii) the disclosure of the personal information about the Designated Bidder between the repository and all Government of Canada Departments;

(b)acknowledges that the Designated Bidder may withdraw his or her consentreferred to in (a) at any time by notifying Industry Canada;

(c) understands that the personal information collected is for issuing (a) certificate(s), and is necessary for communication with Industry Canada;

(d) understands that certain personal information collected will be placed in (a) certificate(s), which will be published in a repository and may be referred to in Certificate Revocation Lists;

(e) understands that the Designated Bidder has the right to request disclosure of the information in his or her file, and to have that information corrected. The Designated Bidder will be informed by Industry Canada as to how this may be done.

8.Software

For any computer software supplied by Industry Canada, the Qualified Bidder and its Designated Bidder(s) will honour any copyright and licensing agreements with respect to the software, and will not tamper with, alter, destroy, modify, reverse engineer, decompile, or abuse such software in any way. The Qualified Bidder and its Designated Bidder(s) will not use the software for any purpose other than interactions with Industry Canada.

9.Availability

Industry Canada does not warrant or represent 100% availability of INDUSTRY CANADA PKI services because of events such as system maintenance and repair, or events outside the reasonable control of Industry Canada.

10.Disclaimer

Industry Canada will not be liable for any losses resulting from failure to comply with this agreement; for example, by:

(a)untrue or incomplete information submitted by the Qualified Bidder and its Designated Bidder(s);

(b)any failure to protect his or her key(s);

(c)anyunacceptable use or reliance on certificate(s);

(d)any failure to verify certificates in accordance with this agreement;

(e)any failure to request the revocation of his or her certificate(s) where required under this agreement;

(f)any failure to comply with any copyright or licensing agreements applicable to software provided to me;

(g)any judgement or award finding that Industry Canada or the Minister is an agent or trustee of the Qualified Bidder and itsDesignated Bidder(s); or

(h)any lack of availability, delay, or failure to provide INDUSTRY CANADA PKI services caused by

(i)system maintenance or repair; or

(ii)an event that was beyond the reasonable control of Industry Canada or that Industry Canada could not reasonably have prevented, or that occurred without the fault or neglect of Industry Canada.The Qualified Bidder and its Designated Bidder(s) will indemnify Industry Canada from any losses it may suffer as a result of the above.

Industry Canada and its agents will not be liable for any losses arising from the participation in the Industry Canada auctions or mock auctions for which these certificates are issued, except as indicated under Section 4, Liability.

11.Agent

Neither Industry Canada nor the Minister responsible for Industry Canada is the Qualified Bidder’s and its Designated Bidder(s)’ agent or trustee.

12.Term of Agreement

This Agreement:

(a) is in force for a period of not more than 1 year from the date on which his or her certificate is first published in the repository;

(b) willbe terminated by Industry Canada at any time after the completion of the final bidding round of the Auction for Spectrum Licences for Advanced Wireless Services and other Spectrum in the 2 GHz Range;

(c) may be terminated at any time by agreement of Industry Canada and the Qualified Bidder;

(d) may be terminated by Industry Canada without notice if the Qualified Bidder fails to comply with his or her obligations under this Agreement;

(e)may be terminated by the Qualified Bidder at any time on five (5) days’ notice.

13.General

The Qualified Bidder and its Designated Bidder(s) understand and agree that:

(a)these terms and conditions, as amended from time to time, form the entire agreement between Industry Canada and the Qualified Bidder and its Designated Bidder(s);

(b)despite any termination of this Agreement, the disclaimers and limits on liability shall survive;

(c)any provision of this Agreement declared by a court to be invalid, illegal, or unenforceable shall be severed from the Agreement, and all other provisions shall remain in full force and effect;

(d)INDUSTRY CANADA RESERVES THE RIGHT TO REFUSE TO ISSUE CERTIFICATES TO A DESIGNATED BIDDER.

14.Notices

The Qualified Bidder and its Designated Bidder(s):

(a) recognize that any notice provided for in this Agreement shall be in writing and given by hand, mail, courier, facsimile or electronic mail. Any notice shall be considered to have been received on the fifth business day after mailing if sent by regular mail, on the date of delivery if delivered by hand or courier, or on the first business day after the date of transmission if sent by facsimile or electronic mail.

(b)will ensure that any notice sent by mail to Industry Canada is sent to the following address:

Howard Chatterton

AWS Manager

Radiocommunications and Broadcasting Regulatory Branch

Industry Canada

300 Slater Street, 15th Floor

Ottawa, Ontario

K1A 0C8

or by electronic mail, to:

or by facsimile, at the following number: 613-991-3514

(c)recognize that any notice to the Qualified Bidder or its Designated Bidder(s) shall be addressed to his or her address, as provided on the Designated Bidder Form.

15.Dispute Resolution and Governing Law

(a)If there is any dispute between Industry Canada and the Qualified Bidder or its Designated Bidder(s), they will attempt to resolve the dispute amicably. If they cannot resolve the dispute, it may be resolved by arbitration under the Commercial Arbitration Act, R.S., 1985, c. 17 (2nd Supp.).

(b)This Agreement shall be governed by and construed in accordance with the laws of Canada and any applicable laws of the Province of Ontario.

Attachment H - Public Key Infrastructure (PKI) Application Form

Instructions

Theletters A to I below refer to the circled letters on the Public Key Infrastructure (PKI) Application Form (the PKI Application Form), completed by Industry Canada, as an example.

J - Insert the date the form is completed.

K - Insert the Designated Bidder’s first name, as it appears on the submitted copies of identification.

L- Insert the Designated Bidder’s middle name, as it appears on the submitted copies of identification.

M - Insert the Designated Bidder’s last name, as it appears on the submitted copies of identification.

N - Insert the Applicant’s name (your company’s name).

O- Insert your Organizational Unit or sector (if applicable).

P, Q, R, S – Insert the Applicant’s full mailing address, as it appears on the AWS Auction Application.

T- Insert the phone number where the Designated Bidder can be reached before the auction.Please include the area code and the extension.

U- Insert the phone number where the Designated Bidder can be reached during the auction.Please include the area code and the extension.

V- Insert the fax number to be used both before and during the auction.

W- Insert the email address where Industry Canada may send important information regarding the auction.This e-mail account should be monitored during your absence.

X - Insert the Designated Bidder’s signature.Only an original signature is acceptable.(The Department will not accept signature on behalf of the Designated Bidder or the Authorized Representative.)

Y - Insert the date the form is signed.

Z - Insert the name of your IT Technical Support Person (optional).

AA - Insert your IT Technical Support Person’s phone number, where he/she can be reached both before and during the auction (not mandatory).

Each Designated Bidder must complete a PKI Application Form and provide a copy of two pieces of government issued identification.Acceptable pieces of identification include the following: