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CONFIDENTIALITY AGREEMENT FOR PROVIDER

OF GOODS AND SERVICES


WITH SEPARATE AGREEMENT FOR ITS EMPLOYEES

1. PARTIES TO AGREEMENT AND PURPOSE:

_____________________________(hereinafter “Provider”)
is an unincorporated business/company/partnership/LLC or
other entity (circle as applicable). In connection with
Provider’s consideration and/or performance of a potential
transaction or the sale or provision of goods and services
(jointly or severally the “working relationship”) with or
to Cellular Properties, Inc., a Delaware Corporation, d/b/a
Cellular One of East Central Illinois ("Company"), Provider
may during such working relationship have access to certain
information that is confidential or subject to federal and
state privacy and non-disclosure law.

2. DEFINITIONS: As used in this Agreement:

(1) the term “Company Subscribers” means all of


the Company’s past and present Subscribers and customers of
the wireless cellular, digital and mobile radio
telecommunications, wireless internet access and services,
satellite TV subscribers of other companies for which
Company is a sales agent, and related services and other
customers of Company’s goods, equipment, and services (the
“Services”);

(2) Customer Proprietary Network Information or


“CPNI” shall mean (i) information that relates to the
quantity, technical configurations, type, destination,
location, and amount of use of a telecommunications service
subscribed to by any customer of a telecommunications
carrier, including Company, and that is made available to
the Carrier by the customer solely by virtue of the
Carrier-customer relationship, as well as other information
that is included by statute or regulation, either now
existing or hereafter adopted; (ii) information contained
in the bills and statements pertaining to telephone
exchange service or telephone toll service received by a
customer of a Carrier; and (iii) such other information as
may be subject to Federal and State Customer Subscriber
privacy and non disclosure law and regulations, both

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presently existing or hereafter adopted or included by
applicable law;

(3) “Confidential Information” shall include the


following (whether or not it is marked as “Confidential
Information” by Company):

i) the identity of and all information concerning


present and past subscribers and customers, and
past and current subscriber and customer lists
and records, and lists of potential customers and
subscribers, including its CPNI, and passwords
for access thereto,
ii) customer’s use of the internet and other services
of Company,
iii) Company’s trade secrets,
iv) Company’s non-public technical data, cell site
engineering data and configurations, and related
equipment and maps,
v) Company’s compensation paid to employees,
officers and servants,
vi) Company’s non-public prices, costs and sales
volumes,
vii) Company’s business and marketing plans for
current and potential customers and subscribers,
viii)the contractual terms between Company and its
third party providers and licensors of software
applications and technical and support services,
ix) Company’s regulatory applications and plans to
the extent they are not public,
x) Company’s technical and marketing data relating
to the Service as sold by the Company,
xi) customers’ and subscribers’ use of Company’s
Service,
xii) customers’ and subscribers’ billing names and
addresses,
xiii)the quantity, technical configuration, type,
destination and amount of use of Company’s
Service by its customers and subscribers, and
ivx) all information of Company and its customers and
subscribers subject to federal and state privacy
and non-disclosure laws, rules and regulations;

3. CONFIDENTIALITY PROVISIONS:

a) CPNI AND CONFIDENTIAL INFORMATION: Provider


acknowledges that certain Federal and State statutes and

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regulations (either as of the date of this Agreement or as
may be enacted, adopted or modified hereafter) independently
govern the use, disclosure, privacy, and access to the
Company’s CPNI.

Provider agrees that during its working


relationship with Company and after its completion for any
reason, Provider shall comply with and maintain the
confidentiality and privacy of all Company’s CPNI and Company
Subscriber passwords and Confidential Information, and shall
not disclose or otherwise use any such information in
violation of such laws, regulations and this Agreement.

Provider further expressly agrees that it will


exercise all efforts that are reasonable under the
circumstances to maintain the confidentiality and secrecy
of all CPNI, Company Subscriber passwords, and Confidential
Information, and Provider will use its best efforts and the
utmost diligence to guard and protect all CPNI, Company
Subscriber passwords, and Confidential Information and not
disclose any such CPNI, Company Subscriber passwords, or
Confidential Information. Provider also agrees that it
will use the CPNI, Company Subscriber passwords, and
Confidential Information only as may be required to perform
its working relationship for or to Company. In no event
shall Provider contact directly or indirectly any Company
Subscriber.

Provider acknowledges and agrees that the use by


memorization or mental retention by it, its agents,
employees, servants, and independent contractors shall be
deemed a “taking” and subject to the restrictions of this
provision.

b) ADDITIONAL PROVISIONS REGARDING


CONFIDENTIALITY AND ENFORCEMENT OF RIGHTS.

(1) Provider acknowledges that the Confidential


Information has economic or competitive value to Company
and either is the sole and exclusive property of Company,
is generally unknown to Company’s competitors, or is
subject to federal and state privacy and non-disclosure
rules and regulations, and is to be utilized by it solely
in the performance by it of its working relationship.

(2) Provider expressly agrees and recognizes that


it would be unfair and irreparably damaging to Company,

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Company Subscribers, and its subscribers and customers for
it to disclose to any third party any CPNI, Company
Subscriber passwords, and Confidential Information of
Company, and acknowledges that this Agreement to maintain
at all times the confidentiality and secrecy is a material
consideration to Company’s working relationship with
Provider.

(3) PROVIDER SHALL DURING ITS WORKING


RELATIONSHIP WITH COMPANY AND AFTER ITS TERMINATION FOR ANY
REASON KEEP IN CONFIDENCE AND SHALL NOT USE NOR DISCLOSE
FOR ITS OWN BENEFIT OR THE BENEFIT OF OTHERS ANY OF
COMPANY’S CPNI, COMPANY SUBSCRIBER PASSWORDS, AND
CONFIDENTIAL INFORMATION WHICH IS ACQUIRED OR OBTAINED BY
IT DURING OR ARISING FROM ITS WORKING RELATIONSHIP WITH
COMPANY.

(4) Upon Provider’s termination of its working


relationship with Company for any reason, all books and
records containing Company Subscriber, CPNI, Company
Subscriber passwords, and Confidential Information of
Company in its possession or control (originals and all
copies), shall be promptly returned to Company, and any
computer records containing any such Company Subscriber
passwords, CPNI, and Confidential Information in the
possession or control by it shall be irreparably deleted
and destroyed. Provider shall be responsible for ensuring
compliance with this covenant, and shall promptly advise
and confirm in writing under oath to Company the actions
taken by it in compliance with this covenant.

(5) Provider understands that this Agreement is


for the benefit of Company, and that Provider agrees that
Company shall have the right to enforce the terms and
conditions of this Agreement against it, with or without
the consent or participation by any other person or entity.

(6) PROVIDER FURTHER AGREES TO REQUIRE ANY OF


ITS EMPLOYEES, AGENTS, SERVANTS AND INDEPENDENT CONTRACTORS
AND ANY OTHER PERSON OVER WHOM PROVIDER HAS DIRECTION OR
CONTROL, WHO SHALL BE INVOLVED IN THE WORKING RELATIONSHIP,
TO EXECUTE AND DELIVER TO COMPANY A CONFIDENTIALITY
AGREEMENT IN FORM AND SUBSTANCE SET FORTH ON THE ATTACHED
EXHIBIT “A” PRIOR TO SUCH PERSON HAVING ACCESS TO THE
CONFIDENTIAL INFORMATION, AND PERFORMANCE OF THE WORKING
RELATIONSHIP IS EXPRESSLY CONDITIONED ON THE TIMELY
PERFORMANCE OF THIS COVENANT AND THE FAILURE OF THE

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PROVIDER TO DO SO SHALL GIVE COMPANY THE RIGHT IN ITS SOLE
DISCRETION TO VOID AND TERMINATE ANY CONTRACT OR
UNDERSTANDING WITH PROVIDER FOR THE TRANSACTION OF
PROVISION OF GOODS AND SERVICES.

(7) Provider further represents that the person


executing and delivering this Agreement to Company has the
authority to execute and deliver the Agreement to the
Company.

Dated this ____ day of ___________________, 20__.

PROVIDER:______________________________
(Unincorporated
Business)
By: ___________________________________
Its Authorized Owner or Agent

PROVIDER:______________________________
(Corporation)
By: ___________________________________
Its Authorized Officer

PROVIDER:_____________________________
(Partnership)
By: ___________________________________
Partner

By: ___________________________________
Partner

By: ___________________________________
Partner

(L.L.C.) BY: ___________________________________


Its Member/Managing Agent

COMPANY: Cellular One of East Central


Illinois, Inc.

By: __________________________________
Its Authorized Officer
(Cell1423D)

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