Exhibit F
Billing and Collections:
Proprietary Information
Revised June 2001
Table of Contents
Page
1.0 Overview 1
2.0 Identification of Proprietary Information Covered by This Exhibit 1
3.0 Handling of Proprietary Information 1
4.0 Proprietary Information Not Subject to Handling Restrictions 2
5.0 Permitted Uses 3
6.0 SBC Telco Non-Published Telephone Numbers 3
7.0 Filings with PUCs or Other Regulatory Agencies 3
8.0 Applicability of Statutes, Decisions and Rules 4
Schedule 1 5
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Exhibit F
1.0 Overview
It is recognized by the Parties that, in connection with the B&C Services to be provided by the SBC Telcos, that the SBC Telcos and the Customer will have in their possession and control information in the form of data, records, reports, computer programs, end user customer lists and other documentation some of which is proprietary to the SBC Telcos, the Customer, to both, or to other entities and which is considered confidential (hereinafter, "Proprietary Information").
2.0 Identification of Proprietary Information Covered by This Exhibit
The types or categories of the Parties' Proprietary Information intended to be covered by and protected under Exhibit F, and which is limited to information provided under the terms of this Agreement, are specifically designated by each Party in Schedule 1 of Exhibit F. For the purpose of defining the respective duties and obligations hereunder, the information set forth in Schedule I of Exhibit F is categorized and defined as follows:
A. SBC Telco Proprietary Information (Exhibit F, Schedule 1, Section I) -- that which is proprietary to the SBC Telcos and will not be used by the Customer, except as necessary for the Customer to perform its obligation under this Agreement or as may otherwise be consented to in writing by the SBC Telcos.
B. The Customer's Proprietary Information (Exhibit F, Schedule 1, Section II) -- that which is proprietary to the Customer and will not be used by the SBC Telcos, except as necessary for the SBC Telcos to perform its obligations under this Agreement or as may otherwise be consented to in writing by the Customer.
3.0 Handling of Proprietary Information
Except for information not subject to the terms and conditions herein because of its prior disclosure of permitted or consented disclosure as described below, Proprietary Information of one Party ("Disclosing Party") that is possessed by the other Party ("Receiving Party"), shall be treated in accordance with the following terms and conditions:
A. The Receiving Party shall put in place and strictly enforce (using all of its prerogatives, including appropriate disciplinary action or termination of employment of its employees or agents) procedures to ensure that its employees or agents are aware of and fulfill the obligation under Exhibit F to hold the Disclosing Party's Proprietary Information in confidence.
B. Proprietary Information, consistent with the terms herein, will be held in confidence by the Receiving Party and its employees or agents; shall be treated with the same degree of care as the Receiving Party would treat its own Proprietary Information and, consistent therewith, shall not be disclosed to third parties; shall be used only for the purposes stated herein; and may be used or disclosed for other purposes, only upon such terms and conditions as may be mutually agreed upon by the Parties in writing.
C. Each Party acknowledges that a Party's Proprietary Information, or third party information held by a Party, may be commingled with Proprietary Information of the other Party. Accordingly the Parties shall, to the extent practicable, use good faith efforts to ensure that its own or third parties' Proprietary Information shall be masked or rendered mechanically inaccessible to the other Party. However, there may be instances in which efforts to mask or screen such Proprietary Information are impracticable, or in which disclosure is inadvertent. In such instances, the Receiving Party will neither use or disclose the Proprietary Information, except as required to fulfill its obligations under this Agreement.
D. Unless specifically directed otherwise by the requesting authority, each Party agrees to give notice to the other Party, prior to disclosure of Proprietary Information, of any demand to disclose or provide Proprietary Information of said other Party to other persons, under lawful process, prior to disclosing or furnishing such Proprietary Information, and the Party receiving the demand agrees to reasonably cooperate if the other Party deems it necessary to seek protective arrangements. A Party may provide Proprietary Information of the other Party to implement, effect and enforce this Agreement or the Party's tariffs; to meet the requirements of a court, regulatory body or government agency having jurisdiction over the Party; and will notify the Disclosing Party so as to give the Disclosing Party a reasonable opportunity to object to such disclosure, unless the court, regulatory body or government agency requests that the Party not notify the other Party. Nothing in this Exhibit requires either Party to support or not support the position of any person or entity on the issue of whether any particular Proprietary Information is proprietary under applicable law or this Exhibit.
4.0 Proprietary Information Not Subject to Handling Restrictions
Notwithstanding any other provision of this Agreement, Proprietary Information described in Schedule 1 of Exhibit F shall not be deemed confidential or proprietary and the Receiving Party shall have no obligation to prevent disclosure of such Proprietary Information if it:
A. Is already known to the Receiving Party without restriction as to its confidentiality;
B. Is or becomes publicly known, through publications, inspection of the product, or otherwise, and through no wrongful act of Receiving Party;
C. Is received from a third party without similar restriction and without breach of this Exhibit;
D. Is independently developed, produced, or generated by Receiving Party;
E. Is furnished to a third party by the Disclosing Party without a similar restriction on the third party's rights; or
F. Is approved for release by written authorization of the Disclosing Party.
5.0 Permitted Uses
Notwithstanding other provisions of this Exhibit, either Party may provide, to the end user or any person the end user may designate through written notification upon request, any information relevant to the end user's account.
Notwithstanding Section 3.B of Exhibit F, the SBC Telcos or an SBC Telco affiliate may use the Customer information, proprietary or otherwise, to provide end user inquiry services and to estimate facilities usage for jurisdictional separations, and for engineering and network planning. Such affiliate will be bound by the terms of this Exhibit.
6.0 SBC Telco Non-Published Telephone Numbers
The Customer agrees that it will not disclose any non-published SBC Telco end user telephone number to third parties (other than to the end user, or to an agent of the Customer). The Customer may disclose a non-published number to an agent for the purpose of contacting that end user on the Customer's behalf, but the Customer shall bind the agent not to disclose the number to anyone other than that end user. In addition, the Customer will hold the SBC Telcos harmless from any liability or loss resulting from the Customer's improper use of such non-published numbers, and shall indemnify the SBC Telcos for such loss including costs and fees of litigation.
7.0 Filings with PUCs or Other Regulatory Agencies
The Parties agree that the Agreement and its Exhibits will be filed in those state jurisdictions that require such filings.
The Parties acknowledge that this Agreement and its Exhibits contain commercially confidential information which may be considered proprietary by either or both Parties, and agree to limit distribution of the Agreement to those individuals in their respective organizations with a need to know the contents of the Agreement. The Parties further agree to seek (if possible) commercial confidential status for the Agreement with any regulatory commission with which the Agreement must be filed, and similarly seek such status should commission staffs, or third parties require production of the Agreement in regulatory proceedings.
8.0 Applicability of Statutes, Decisions and Rules
Notwithstanding any other provision in this Agreement, a Party's ability to disclose information or use disclosed information is subject to all applicable statutes, decisions, and regulatory rules concerning the disclosure and use of such information which, by their express terms mandate a different handling of such information, including but not limited to Section 222 of the 1996 Telecommunications Act and any regulations promulgated pursuant thereto.
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Exhibit F
Schedule 1
PROPRIETARY INFORMATION
I. SBC Telco Proprietary Information
A. SBC Telco end user specific information, including SBC Telco IntraLATA toll usage
B. Directory Advertising
C. SBC Telco specific account information and information relating to services provided by the SBC Telco to the End User.
D. SBC Telco IntraLATA WATS and 800 usage
E. End User information, which is defined as treatment history, return check history, treatment exemption indication, credit information, and credit class.
II. Customer Proprietary Information
A. Customer end user PIC identification
B. Customer records submitted to the SBC Telcos for billing and Customer specific reports regarding such records provided by the SBC Telcos to Customer pursuant to this Agreement.
C. Customer's end user calling volumes and calling patterns submitted under this Agreement.
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