Common use of Nondisclosure of Proprietary Information Clause in Contracts

Nondisclosure of Proprietary Information. During the Term of this Agreement, as defined below, and for a period of three (3) years from its expiration or termination, all Proprietary Information shall: (i) be kept confidential by the Recipient, its Affiliates and their respective Representatives and not disclosed to any third party except as provided in this Section 3, and (ii) not be used by the Recipient or its Affiliates or their respective Representatives for any commercial or competitive purpose whatsoever and may only be used in connection with the Proposed Transactions. The Recipient agrees that it shall not reverse engineer, disassemble or decompile any prototypes, software, data or other objects which embody any Proprietary Information that is provided to the Recipient pursuant to this Agreement. The Recipient may disclose the Proprietary Information to its Affiliates and their respective Representatives, but only to the extent such Affiliates and Representatives reasonably need to know the Proprietary Information for the purpose of evaluating and participating in the Proposed Transactions. The Recipient will: (i) inform each of its Affiliates and such Affiliates’ Representatives receiving Proprietary Information of the confidential nature of the Proprietary Information and of the existence and the terms of this Agreement and (ii) direct its Affiliates and such Affiliates’ Representatives that by receiving Proprietary Information they agree to be bound by the terms of this Agreement and will treat the Proprietary Information confidentially and not use it other than in connection with evaluating and participating in the Proposed Transactions. The Recipient shall be responsible for any breach of this Agreement by its Affiliates and its and such Affiliates’ Representatives. The Recipient further covenants and agrees to protect the Proprietary Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Proprietary Information as the Recipient uses to protect its own confidential and proprietary information and materials.

Nondisclosure of Proprietary Information. During 9.1 The Parties agree that it may be necessary to exchange with each other certain confidential information during the Term term of this AgreementAgreement including, without limitation, technical and business plans, technical information, proposals,specifications, drawings, procedures, orders for services, usage information in any form, customer account data, call detail records, and Customer Proprietary Network Information ("CPNI") as that term is defined by the Communications Act of 1934, as defined belowamended, and for a period the rules and regulations of three the FCC and/or the Commission and similar information (3) years from its expiration or terminationcollectively, all Proprietary "Confidential Information"). Confidential Information shall: shall include (i) be kept confidential by the Recipient, its Affiliates all information delivered in written form and their respective Representatives and not disclosed to any third party except as provided in this Section 3, and marked "confidential" or "proprietary" or bearing xxxx of similar import; (ii) not be used oral information, if identified as confidential or proprietary at the time of disclosure and confirmed by written notification within ten (10) days of disclosure; and (iii) information derived by the Recipient or its Affiliates or their respective Representatives for any commercial or competitive purpose whatsoever and may only be used in connection with (as hereinafter defined) from a Disclosing Party's (as hereinafter defined) usage of the Proposed TransactionsRecipient's network. The Recipient agrees that it Confidential Information shall not reverse engineer, disassemble or decompile any prototypes, software, data or other objects which embody any Proprietary Information that remain the property of the Disclosing Party and is provided deemed proprietary to the Disclosing Party. Confidential Information shall be protected by the Recipient pursuant as the Recipient would protect its own proprietary information, including but not limited to this Agreement. The Recipient may disclose protecting the Proprietary Confidential Information from distribution, disclosure, or dissemination to its Affiliates and their respective Representatives, but only to anyone except employees or duly authorized agents of the extent such Affiliates and Representatives reasonably Parties with a need to know such information and which the Proprietary Information for the purpose of evaluating affected employees and participating in the Proposed Transactions. The Recipient will: (i) inform each of its Affiliates and such Affiliates’ Representatives receiving Proprietary Information of the confidential nature of the Proprietary Information and of the existence and the terms of this Agreement and (ii) direct its Affiliates and such Affiliates’ Representatives that by receiving Proprietary Information they agents agree to be bound by the terms of this Agreement and will treat the Proprietary Section. Confidential Information confidentially and shall not use it be disclosed or used for any purpose other than to provide service as specified in connection with evaluating this Agreement or upon such other terms as may be agreed to by the Parties in writing. In no event shall either Party violate the Commission's CPNI regulations. For purposes of this Section, the Disclosing Party shall mean the owner of the Confidential Information, and participating the Recipient shall mean the party to whom Confidential Information is disclosed. 9.2 Recipient shall have no obligation to safeguard Confidential Information (i) which was in the Proposed Transactions. The Recipient shall be responsible for any Recipient's possession free of restriction prior to its receipt from Disclosing Party, (ii) after it becomes publicly known or available through no breach of this Agreement by its Affiliates Recipient, (iii) after it is rightfully acquired by Recipient free of restrictions on the Disclosing Party, or (iv) after it is independently developed by personnel of Recipient to whom the Disclosing Party's Confidential information had not been previously disclosed. Recipient may disclose Confidential Information if required by law, a court, or governmental agency, provided that Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and its and provided that Recipient undertakes all reasonable lawful measures to avoid disclosing such Affiliates’ Representativesinformation until Disclosing Party has had reasonable time to obtain a protective order. The Recipient further covenants and agrees to protect comply with any protective order that covers the Proprietary Confidential Information to be disclosed. 9.3 Each Party agrees that Disclosing Party would be irreparably injured by using a breach of this Agreement by Recipient or its representatives and that Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the same degree event of careany breach of this paragraph. Such remedies shall not be exclusive, but no less than a reasonable degree of care, shall be in addition to prevent the unauthorized use, dissemination all other remedies available at law or publication of the Proprietary Information as the Recipient uses to protect its own confidential and proprietary information and materialsin equity.

Nondisclosure of Proprietary Information. During 25.1 The Parties agree that it may be necessary to exchange with each other certain confidential information during the Term term of this AgreementAgreement including, without limitation, technical and business plans, technical information, proposals, specifications, drawings, procedures, orders for services, usage information in any form, customer account data, call detail records, and Customer Proprietary Network Information (“CPNI”) as that term is defined by the Communications Act of 1934, as defined belowamended, and for a period the rules and regulations of three the FCC and similar information (3) years from its expiration or terminationcollectively, all Proprietary "Confidential Information"). Confidential Information shall: shall include (i) be kept confidential by the Recipient, its Affiliates all information delivered in written form and their respective Representatives and not disclosed to any third party except as provided in this Section 3, and marked "confidential" or "proprietary" or bearing mark of similar import; (ii) not be used oral information, if identified as confidential or proprietary at the time of disclosure and confirmed by written notification within ten (10) days of disclosure; and (iii) information derived by the Recipient or its Affiliates or their respective Representatives for any commercial or competitive purpose whatsoever and may only be used in connection with (as hereinafter defined) from a Disclosing Party's (as hereinafter defined) usage of the Proposed TransactionsRecipient's network. The Recipient agrees that it Confidential Information shall not reverse engineer, disassemble or decompile any prototypes, software, data or other objects which embody any Proprietary Information that remain the property of the Disclosing Party and is provided deemed proprietary to the Disclosing Party. Confidential Information shall be protected by the Recipient pursuant as the Recipient would protect its own proprietary information, including but not limited to this Agreement. The Recipient may disclose protecting the Proprietary Confidential Information from distribution, disclosure, or dissemination to its Affiliates and their respective Representatives, but only to anyone except employees or duly authorized agents of the extent such Affiliates and Representatives reasonably Parties with a need to know such information and which the Proprietary Information for the purpose of evaluating affected employees and participating in the Proposed Transactions. The Recipient will: (i) inform each of its Affiliates and such Affiliates’ Representatives receiving Proprietary Information of the confidential nature of the Proprietary Information and of the existence and the terms of this Agreement and (ii) direct its Affiliates and such Affiliates’ Representatives that by receiving Proprietary Information they agents agree to be bound by the terms of this Agreement and will treat the Proprietary Section. Confidential Information confidentially and shall not use it be disclosed or used for any purpose other than to provide service as specified in connection with evaluating this Agreement, or upon such other terms as may be agreed to by the Parties in writing. For purposes of this Section, the Disclosing Party shall mean the owner of the Confidential Information, and participating the Recipient shall mean the party to whom Confidential Information is disclosed. 25.2 Recipient shall have no obligation to safeguard Confidential Information (i) which was in the Proposed Transactions. The Recipient shall be responsible for any Recipient's possession free of restriction prior to its receipt from the Disclosing Party, (ii) after it becomes publicly known or available through no breach of this Agreement by Recipient, (iii) after it is rightfully acquired by Recipient free of restrictions on the Disclosing Party, or (iv) after it is independently developed by personnel of Recipient to whom the Disclosing Party's Confidential Information had not been previously disclosed. Recipient may disclose Confidential Information if required by law, a court, or governmental agency or to enforce or defend its Affiliates actions under this Agreement, provided that the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and its and provided that Recipient undertakes all reasonable lawful measures to avoid disclosing such Affiliates’ Representativesinformation until the Disclosing Party has had reasonable time to obtain a protective order. The Recipient further covenants and agrees to protect comply with any protective order that covers the Proprietary Confidential Information to be disclosed. 25.3 Each Party agrees that the Disclosing Party would be irreparably injured by using a breach of this Section 25 by Recipient or its representatives and that the same degree Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of careany breach of this paragraph. Such remedies shall not be exclusive, but no less than a reasonable degree of care, shall be in addition to prevent the unauthorized use, dissemination all other remedies available at law or publication of the Proprietary Information as the Recipient uses to protect its own confidential and proprietary information and materialsin equity.

Nondisclosure of Proprietary Information. During 9.1. The Parties agree that it may be necessary to exchange with each other certain confidential information during the Term term of this AgreementAgreement including, as defined belowwithout limitation, technical and business plans, technical information, proposals, specifications, drawings, procedures, orders for services, usage information in any form, customer account data, call detail records, and for a period of three Customer Proprietary Network Information (3“CPNI”) years from its expiration or terminationas that term is defined by the Act and similar information (collectively, all Proprietary “Confidential Information”). Confidential Information shall: shall include (i) be kept confidential by the Recipient, its Affiliates all information delivered in written form and their respective Representatives and not disclosed to any third party except as provided in this Section 3, and marked “confidential” or “proprietary” or bearing mark of similar import; (ii) not be used oral information, if identified as confidential or proprietary at the time of disclosure and confirmed by written notification within ten (10) days of disclosure; and (iii) information derived by the Recipient or its Affiliates or their respective Representatives for any commercial or competitive purpose whatsoever and may only be used in connection with (as hereinafter defined) from a Disclosing Party’s (as hereinafter defined) usage of the Proposed TransactionsRecipient’s network. The Recipient agrees that it Confidential Information shall not reverse engineer, disassemble or decompile any prototypes, software, data or other objects which embody any Proprietary Information that remain the property of the Disclosing Party and is provided deemed proprietary to the Disclosing Party. Confidential Information shall be protected by the Recipient pursuant as the Recipient would protect its own proprietary information, including but not limited to this Agreement. The Recipient may disclose protecting the Proprietary Confidential Information from distribution, disclosure, or dissemination to its Affiliates and their respective Representatives, but only to anyone except employees or duly authorized agents of the extent such Affiliates and Representatives reasonably Parties with a need to know such information and which the Proprietary Information for the purpose of evaluating affected employees and participating in the Proposed Transactions. The Recipient will: (i) inform each of its Affiliates and such Affiliates’ Representatives receiving Proprietary Information of the confidential nature of the Proprietary Information and of the existence and the terms of this Agreement and (ii) direct its Affiliates and such Affiliates’ Representatives that by receiving Proprietary Information they agents agree to be bound by the terms of this Agreement and will treat the Proprietary Section. Confidential Information confidentially and shall not use it be disclosed or used for any purpose other than to provide service as specified in connection with evaluating this Agreement, or upon such other terms as may be agreed to by the Parties in writing. For purposes of this Section, the Disclosing Party shall mean the owner of the Confidential Information, and participating the Recipient shall mean the party to whom Confidential Information is disclosed. 9.2. Recipient shall have no obligation to safeguard Confidential Information (i) which was in the Proposed Transactions. The Recipient shall be responsible for any Recipient’s possession free of restriction prior to its receipt from Disclosing Party, (ii) after it becomes publicly known or available through no breach of this Agreement by its Affiliates Recipient, (iii) after it is rightfully acquired by Recipient free of restrictions on the Disclosing Party, or (iv) after it is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential information had not been previously disclosed. Recipient may disclose Confidential Information if required by law, a court, or governmental agency, provided that Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and its and provided that Recipient undertakes all reasonable lawful measures to avoid disclosing such Affiliates’ Representativesinformation until Disclosing Party has had reasonable time to obtain a protective order. The Recipient further covenants and agrees to protect comply with any protective order that covers the Proprietary Confidential Information to be disclosed. 9.3. Each Party agrees that Disclosing Party would be irreparably injured by using a breach of this Agreement by Recipient or its representatives and that Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the same degree event of careany breach of this paragraph. Such remedies shall not be exclusive, but no less than a reasonable degree of care, shall be in addition to prevent the unauthorized use, dissemination all other remedies available at law or publication of the Proprietary Information as the Recipient uses to protect its own confidential and proprietary information and materialsin equity.

Nondisclosure of Proprietary Information. During 19.1 The Parties agree that it may be necessary to exchange with each other certain confidential information during the Term term of this AgreementAgreement including, without limitation, technical and business plans, technical information, proposals, specifications, drawings, procedures, orders for services, usage information in any form, customer account data, call detail records, and Customer Proprietary Network Information (“CPNI”) as that term is defined by the Communications Act of 1934, as defined belowamended, and for a period the rules and regulations of three the FCC and similar information (3) years from its expiration or terminationcollectively, all Proprietary "Confidential Information"). Confidential Information shall: shall include (i) be kept confidential by the Recipient, its Affiliates all information delivered in written form and their respective Representatives and not disclosed to any third party except as provided in this Section 3, and marked "confidential" or "proprietary" or bearing mark of similar import; (ii) not be used oral information, if identified as confidential or proprietary at the time of disclosure and confirmed by written notification within ten (10) days of disclosure; and (iii) information derived by the Recipient or its Affiliates or their respective Representatives for any commercial or competitive purpose whatsoever and may only be used in connection with (as hereinafter defined) from a Disclosing Party's (as hereinafter defined) usage of the Proposed TransactionsRecipient's network. The Recipient agrees that it Confidential Information shall not reverse engineer, disassemble or decompile any prototypes, software, data or other objects which embody any Proprietary Information that remain the property of the Disclosing Party and is provided deemed proprietary to the Disclosing Party. Confidential Information shall be protected by the Recipient pursuant as the Recipient would protect its own proprietary information, including but not limited to this Agreement. The Recipient may disclose protecting the Proprietary Confidential Information from distribution, disclosure, or dissemination to its Affiliates and their respective Representatives, but only to anyone except employees or duly authorized agents of the extent such Affiliates and Representatives reasonably Parties with a need to know such information and which the Proprietary Information for the purpose of evaluating affected employees and participating in the Proposed Transactions. The Recipient will: (i) inform each of its Affiliates and such Affiliates’ Representatives receiving Proprietary Information of the confidential nature of the Proprietary Information and of the existence and the terms of this Agreement and (ii) direct its Affiliates and such Affiliates’ Representatives that by receiving Proprietary Information they agents agree to be bound by the terms of this Agreement and will treat the Proprietary Section. Confidential Information confidentially and shall not use it be disclosed or used for any purpose other than to provide service as specified in connection with evaluating this Agreement, or upon such other terms as may be agreed to by the Parties in writing. For purposes of this Section, the Disclosing Party shall mean the owner of the Confidential Information, and participating the Recipient shall mean the party to whom Confidential Information is disclosed. 19.2 Recipient shall have no obligation to safeguard Confidential Information (i) which was in the Proposed Transactions. The Recipient shall be responsible for any Recipient's possession free of restriction prior to its receipt from the Disclosing Party, (ii) after it becomes publicly known or availab1e through no breach of this Agreement by Recipient, (iii) after it is rightfully acquired by Recipient free of restrictions on the Disclosing Party, or (iv) after it is independently developed by personnel of Recipient to whom the Disclosing Party's Confidential Information had not been previously disclosed. Recipient may disclose Confidential Information if required by law, a court, or governmental agency or to enforce or defend its Affiliates actions under this Agreement, provided that the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and its and provided that Recipient undertakes all reasonable lawful measures to avoid disclosing such Affiliates’ Representativesinformation until the Disclosing Party has had reasonable time to obtain a protective order. The Recipient further covenants and agrees to protect comply with any protective order that covers the Proprietary Confidential Information to be disclosed. 19.3 Each Party agrees that the Disclosing Party would be irreparably injured by using a breach of this Section 19 by Recipient or its representatives and that the same degree Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of careany breach of this paragraph. Such remedies shall not be exclusive, but no less than a reasonable degree of care, shall be in addition to prevent the unauthorized use, dissemination all other remedies available at law or publication of the Proprietary Information as the Recipient uses to protect its own confidential and proprietary information and materialsin equity.

Nondisclosure of Proprietary Information. During 20.1 The Parties agree that it may be necessary to exchange with each other certain confidential information during the Term term of this AgreementAgreement including, without limitation, technical and business plans, technical information, proposals, specifications, drawings, procedures, orders for services, usage information in any form, customer account data, call detail records, and Customer Proprietary Network Information (“CPNI”) as that term is defined by the Communications Act of 1934, as defined belowamended, and for a period the rules and regulations of three the FCC and similar information (3) years from its expiration or terminationcollectively, all Proprietary "Confidential Information"). Confidential Information shall: shall include (i) be kept confidential by the Recipient, its Affiliates all information delivered in written form and their respective Representatives and not disclosed to any third party except as provided in this Section 3, and marked "confidential" or "proprietary" or bearing mark of similar import; (ii) not be used oral information, if identified as confidential or proprietary at the time of disclosure and confirmed by written notification within ten (10) days of disclosure; and (iii) information derived by the Recipient or its Affiliates or their respective Representatives for any commercial or competitive purpose whatsoever and may only be used in connection with (as hereinafter defined) from a Disclosing Party's (as hereinafter defined) usage of the Proposed TransactionsRecipient's network. The Recipient agrees that it Confidential Information shall not reverse engineer, disassemble or decompile any prototypes, software, data or other objects which embody any Proprietary Information that remain the property of the Disclosing Party and is provided deemed proprietary to the Disclosing Party. Confidential Information shall be protected by the Recipient pursuant as the Recipient would protect its own proprietary information, including but not limited to this Agreement. The Recipient may disclose protecting the Proprietary Confidential Information from distribution, disclosure, or dissemination to its Affiliates and their respective Representatives, but only to anyone except employees or duly authorized agents of the extent such Affiliates and Representatives reasonably Parties with a need to know such information and which the Proprietary Information for the purpose of evaluating affected employees and participating in the Proposed Transactions. The Recipient will: (i) inform each of its Affiliates and such Affiliates’ Representatives receiving Proprietary Information of the confidential nature of the Proprietary Information and of the existence and the terms of this Agreement and (ii) direct its Affiliates and such Affiliates’ Representatives that by receiving Proprietary Information they agents agree to be bound by the terms of this Agreement and will treat the Proprietary Section. Confidential Information confidentially and shall not use it be disclosed or used for any purpose other than to provide service as specified in connection with evaluating this Agreement, or upon such other terms as may be agreed to by the Parties in writing. For purposes of this Section, the Disclosing Party shall mean the owner of the Confidential Information, and participating the Recipient shall mean the party to whom Confidential Information is disclosed. 20.2 Recipient shall have no obligation to safeguard Confidential Information (i) which was in the Proposed Transactions. The Recipient shall be responsible for any Recipient's possession free of restriction prior to its receipt from the Disclosing Party, (ii) after it becomes publicly known or availab1e through no breach of this Agreement by Recipient, (iii) after it is rightfully acquired by Recipient free of restrictions on the Disclosing Party, or (iv) after it is independently developed by personnel of Recipient to whom the Disclosing Party's Confidential Information had not been previously disclosed. Recipient may disclose Confidential Information if required by law, a court, or governmental agency or to enforce or defend its Affiliates actions under this Agreement, provided that the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and its and provided that Recipient undertakes all reasonable lawful measures to avoid disclosing such Affiliates’ Representativesinformation until the Disclosing Party has had reasonable time to obtain a protective order. The Recipient further covenants and agrees to protect comply with any protective order that covers the Proprietary Confidential Information to be disclosed. 20.3 Each Party agrees that the Disclosing Party would be irreparably injured by using a breach of this Section 20 by Recipient or its representatives and that the same degree Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of careany breach of this paragraph. Such remedies shall not be exclusive, but no less than a reasonable degree of care, shall be in addition to prevent the unauthorized use, dissemination all other remedies available at law or publication of the Proprietary Information as the Recipient uses to protect its own confidential and proprietary information and materialsin equity.

Nondisclosure of Proprietary Information. During the Term For purposes of this Agreement, “proprietary information” or “confidential information” disclosed by either Party to the other d o es x x x x x xx u d e t h i s A g r eem en t an d shall mean any document or material clearly identified in writing as defined belowbeing confidential or proprietary, and for a period of three (3) years from its expiration any business plan, marketing and sales information, customer information or terminationrecords, all Proprietary Information shall: (i) be kept confidential by the Recipient, its Affiliates and their respective Representatives and not disclosed to any third party except as provided in this Section 3, and (ii) not be used by the Recipient or its Affiliates or their respective Representatives for any commercial or competitive purpose whatsoever and may only be used in connection with the Proposed Transactions. The Recipient agrees that it shall not reverse engineer, disassemble or decompile any prototypesdata, software, data engineering material (drawings, specifications, hardware, software, etc.), operating reports, financial information, information concerning litigation involving CenterPoint, and audit and security information. Any such information shall be safeguarded and protected by a Party with no less care than the Party exercises in safeguarding and protecting its own proprietary and confidential information. A Party’s obligation to safeguard and not disclose proprietary or confidential information of the other objects which embody any Proprietary Information Party shall not apply to information that is provided generally available to the Recipient pursuant public, lawfully in the receiving Party’s possession prior to this Agreementreceipt hereunder, or lawfully obtained from third companies. The Recipient If required by order of a governmental or judicial body, a Party may disclose release to such body the Proprietary Information proprietary and confidential information required by such order; provided further, however, prior to its Affiliates such release the Party shall promptly notify the other Party of the order and their respective Representativesallow the other Party to contest any release of the proprietary or confidential information; and provided, but only further, the Party shall use all reasonable efforts to prevent such proprietary or confidential information from becoming disclosed to the extent public. In such Affiliates cases, a Party shall exercise prudent judgment and Representatives reasonably common sense to protect proprietary and confidential information from unauthorized access, use or disclosure, and shall employ the following security practices: destroying, deleting from memory, and/or rendering unreadable documents that are no longer needed, limiting access to and dissemination of proprietary or confidential information to individuals who need to know the Proprietary Information information for business purposes, safeguarding proprietary or confidential information by taking precautions such as locking the purpose of evaluating information up or not leaving the information unattended, and participating properly marking or identifying proprietary or confidential information that is likely to be distributed or transferred to or shared with other parties in the Proposed Transactions. The Recipient will: (i) inform each ordinary course of its Affiliates and such Affiliates’ Representatives receiving Proprietary Information of the confidential nature of the Proprietary Information and of the existence and the terms of this Agreement and (ii) direct its Affiliates and such Affiliates’ Representatives that by receiving Proprietary Information they agree to be bound by the terms of this Agreement and will treat the Proprietary Information confidentially and not use it other than in connection with evaluating and participating in the Proposed Transactions. The Recipient shall be responsible for any breach of this Agreement by its Affiliates and its and such Affiliates’ Representatives. The Recipient further covenants and agrees to protect the Proprietary Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Proprietary Information as the Recipient uses to protect its own confidential and proprietary information and materialsbusiness.

Nondisclosure of Proprietary Information. During 19.1 The Parties agree that it may be necessary to exchange with each other certain confidential information during the Term term of this AgreementAgreement including, without limitation, technical and business plans, technical information, proposals, specifications, drawings, procedures, orders for services, usage information in any form, customer account data, call detail records, and Customer Proprietary Network Information (“CPNI”) as that term is defined by the Communications Act of 1934, as defined belowamended, and for a period the rules and regulations of three the FCC and similar information (3) years from its expiration or terminationcollectively, all Proprietary "Confidential Information"). Confidential Information shall: shall include (i) be kept confidential by the Recipient, its Affiliates all information delivered in written form and their respective Representatives and not disclosed to any third party except as provided in this Section 3, and marked "confidential" or "proprietary" or bearing xxxx of similar import; (ii) not be used oral information, if identified as confidential or proprietary at the time of disclosure and confirmed by written notification within ten (10) days of disclosure; and (iii) information derived by the Recipient or its Affiliates or their respective Representatives for any commercial or competitive purpose whatsoever and may only be used in connection with (as hereinafter defined) from a Disclosing Party's (as hereinafter defined) usage of the Proposed TransactionsRecipient's network. The Recipient agrees that it Confidential Information shall not reverse engineer, disassemble or decompile any prototypes, software, data or other objects which embody any Proprietary Information that remain the property of the Disclosing Party and is provided deemed proprietary to the Disclosing Party. Confidential Information shall be protected by the Recipient pursuant as the Recipient would protect its own proprietary information, including but not limited to this Agreement. The Recipient may disclose protecting the Proprietary Confidential Information from distribution, disclosure, or dissemination to its Affiliates and their respective Representatives, but only to anyone except employees or duly authorized agents of the extent such Affiliates and Representatives reasonably Parties with a need to know such information and which the Proprietary Information for the purpose of evaluating affected employees and participating in the Proposed Transactions. The Recipient will: (i) inform each of its Affiliates and such Affiliates’ Representatives receiving Proprietary Information of the confidential nature of the Proprietary Information and of the existence and the terms of this Agreement and (ii) direct its Affiliates and such Affiliates’ Representatives that by receiving Proprietary Information they agents agree to be bound by the terms of this Agreement and will treat the Proprietary Section. Confidential Information confidentially and shall not use it be disclosed or used for any purpose other than to provide service as specified in connection with evaluating this Agreement, or upon such other terms as may be agreed to by the Parties in writing. For purposes of this Section, the Disclosing Party shall mean the owner of the Confidential Information, and participating the Recipient shall mean the party to whom Confidential Information is disclosed. 19.2 Recipient shall have no obligation to safeguard Confidential Information (i) which was in the Proposed Transactions. The Recipient shall be responsible for any Recipient's possession free of restriction prior to its receipt from the Disclosing Party, (ii) after it becomes publicly known or availab1e through no breach of this Agreement by Recipient, (iii) after it is rightfully acquired by Recipient free of restrictions on the Disclosing Party, or (iv) after it is independently developed by personnel of Recipient to whom the Disclosing Party's Confidential Information had not been previously disclosed. Recipient may disclose Confidential Information if required by law, a court, or governmental agency or to enforce or defend its Affiliates actions under this Agreement, provided that the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and its and provided that Recipient undertakes all reasonable lawful measures to avoid disclosing such Affiliates’ Representativesinformation until the Disclosing Party has had reasonable time to obtain a protective order. The Recipient further covenants and agrees to protect comply with any protective order that covers the Proprietary Confidential Information to be disclosed. 19.3 Each Party agrees that the Disclosing Party would be irreparably injured by using a breach of this Section 19 by Recipient or its representatives and that the same degree Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of careany breach of this paragraph. Such remedies shall not be exclusive, but no less than a reasonable degree of care, shall be in addition to prevent the unauthorized use, dissemination all other remedies available at law or publication of the Proprietary Information as the Recipient uses to protect its own confidential and proprietary information and materialsin equity.

Nondisclosure of Proprietary Information. During 9.1. The Parties agree that it may be necessary to exchange with each other certain confidential information during the Term term of this AgreementAgreement including, without limitation, technical and business plans, technical information, proposals, specifications, drawings, procedures, orders for services, usage information in any form, customer account data, call detail records, and Customer Proprietary Network Information (“CPNI”) as that term is defined by the Communications Act of 1934, as defined belowamended, and for a period the rules and regulations of three the FCC and/or the Commission and similar information (3) years from its expiration or terminationcollectively, all Proprietary “Confidential Information”). Confidential Information shall: shall include (i) be kept confidential by the Recipient, its Affiliates all information delivered in written form and their respective Representatives and not disclosed to any third party except as provided in this Section 3, and marked “confidential” or “proprietary” or bearing mark of similar import; (ii) not be used oral information, if identified as confidential or proprietary at the time of disclosure and confirmed by written notification within ten (10) days of disclosure; and (iii) information derived by the Recipient or its Affiliates or their respective Representatives for any commercial or competitive purpose whatsoever and may only be used in connection with (as hereinafter defined) from a Disclosing Party’s (as hereinafter defined) usage of the Proposed TransactionsRecipient’s network. The Recipient agrees that it Confidential Information shall not reverse engineer, disassemble or decompile any prototypes, software, data or other objects which embody any Proprietary Information that remain the property of the Disclosing Party and is provided deemed proprietary to the Disclosing Party. Confidential Information shall be protected by the Recipient pursuant as the Recipient would protect its own proprietary information, including but not limited to this Agreement. The Recipient may disclose protecting the Proprietary Confidential Information from distribution, disclosure, or dissemination to its Affiliates and their respective Representatives, but only to anyone except employees or duly authorized agents of the extent such Affiliates and Representatives reasonably Parties with a need to know such information and which the Proprietary Information for the purpose of evaluating affected employees and participating in the Proposed Transactions. The Recipient will: (i) inform each of its Affiliates and such Affiliates’ Representatives receiving Proprietary Information of the confidential nature of the Proprietary Information and of the existence and the terms of this Agreement and (ii) direct its Affiliates and such Affiliates’ Representatives that by receiving Proprietary Information they agents agree to be bound by the terms of this Agreement and will treat the Proprietary Section. Confidential Information confidentially and shall not use it be disclosed or used for any purpose other than to provide service as specified in connection with evaluating and participating this Agreement or upon such other terms as may be agreed to by the Parties in writing. In no event shall either Party violate the Commission’s CPNI regulations. For purposes of 9.2. Recipient shall have no obligation to safeguard Confidential Information (i) which was in the Proposed Transactions. The Recipient shall be responsible for any Recipient’s possession free of restriction prior to its receipt from Disclosing Party, (ii) after it becomes publicly known or available through no breach of this Agreement by its Affiliates Recipient, (iii) after it is rightfully acquired by Recipient free of restrictions on the Disclosing Party, or (iv) after it is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential information had not been previously disclosed. Recipient may disclose Confidential Information if required by law, a court, or governmental agency, provided that Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and its and provided that Recipient undertakes all reasonable lawful measures to avoid disclosing such Affiliates’ Representativesinformation until Disclosing Party has had reasonable time to obtain a protective order. The Recipient further covenants and agrees to protect comply with any protective order that covers the Proprietary Confidential Information to be disclosed. 9.3. Each Party agrees that Disclosing Party would be irreparably injured by using a breach of this Agreement by Recipient or its representatives and that Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the same degree event of careany breach of this paragraph. Such remedies shall not be exclusive, but no less than a reasonable degree of care, shall be in addition to prevent the unauthorized use, dissemination all other remedies available at law or publication of the Proprietary Information as the Recipient uses to protect its own confidential and proprietary information and materialsin equity.