EXHIBIT 10.55
AGREEMENT SPECIFYING THE PROCEDURES OF THE
INTEREXCHANGE CARRIER GROUP
BETWEEN:
Startec Global Communications Company (Canada),
a corporation duly incorporated under the laws of
Nova Scotia, having an office at Suite 800 1959 Xxxxx Xxxxx Xxxxxx,
Xxxxxxx, XX X0X 0XX
(hereinafter referred to as "IX Customer")
OF THE FIRST PART
AND:
BC TEL, a corporation duly incorporated under the laws of
Canada, having an office at 0000 Xxxxxxxx, Xxxxxxx, XX X0X
0X0
(hereinafter referred to as "BC TEL" or "the Company")
OF THE SECOND PART
WHEREAS in Telecom Decision CRTC 92-12 (Decision 92-12) the Canadian
Radio-television and Telecommunications Commission ("The Commission") directed
BC TEL to establish an Interexchange Carrier Group (the "Carrier Services Group"
or "CSG");
WHEREAS BC TEL has established a Carrier Services Group to comply with Decision
92-12 and to effectively meet IX Customer's requirements related to
interconnection; and
WHEREAS BC TEL has established procedures, including the establishment of the
Carrier Services Group, to ensure that information provided by IX Customer to BC
TEL in its capacity as a provider of a monopoly service is kept confidential;
Now therefore in consideration of the premises and the mutual covenants
hereinafter contained, the Company and IX Customer hereby agree as follows:
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1. CARRIER SERVICES GROUP FUNCTIONS & PROCEDURES:
a) The Carrier Services Group will coordinate the delivery by BC
TEL and Associated Companies, (defined as in section 5(1),
hereto) of facilities and services to IX Customer pursuant to
the terms of Decision 92-12.
b) The Carrier Services Group will be responsible for the
performance of the following functions in relation to
interconnection of the networks of IX Customer and BC TEL:
1) The coordination of the delivery of services and
facilities to IX Customer.
2) The development and marketing of services provided by
BC TEL to IX Customer.
3) Tracking of IX Customer's network access
requirements, based upon forecasts provided by IX
Customer.
4) The processing and tracking of network access service
requests by IX Customer.
5) The operation of a network provisioning interface to
IX Customer.
6) The reception and processing of presubscription
orders from IX Customer.
7) Handling billing inquiries from, and account
reconciliation for, IX Customer and providing those
collection services BC TEL is obligated to provide
pursuant to the terms of Decision 92-12;
8) The development and coordination of equal access
arrangements.
9) The performance of contract administration.
10) The safeguarding of all Confidential Information
provided to the Carrier Services Group by IX
Customer.
c) The specific obligations to be undertaken by the Carrier
Services Group shall be set forth in the schedules described
in section 2 below and the general nature of the functions
described above shall not serve to expand those obligations.
The Carrier Services Group will serve as IX Customer's first
point of contact with BC TEL with respect to the activities
and services specified in paragraph b), above.
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2. CARRIER SERVICES GROUP PROCEDURES:
The procedures of the Company's Carrier Services Group with respect to
receipt and processing of orders from IX Customer, interexchange
carrier billing, network planning in relation to services provided as a
result of interconnection and are specified in the following schedules
attached hereto, which schedules shall constitute an integral part of
this Agreement:
Schedule 1 Ordering procedures
Schedule 2 Carrier billing
Schedule 3 Network Planning
Schedule 4 PIC information processing
3. DISCLOSURE OF CONFIDENTIAL INFORMATION:
a) In order to enable BC TEL to provide services and
facilities associated with interconnection, IX Customer will
disclose to the Carrier Services Group Confidential
Information, as further defined below. It is agreed between
the parties that the Confidential Information provided by IX
Customer, subject to Article 11 of BC TEL's Terms of Service,
respectively, shall be used by BC TEL solely for the purpose
of facilitating the provision of services and facilities
associated with interconnection. For greater certainty, BC TEL
will not provide the Confidential Information to personnel
involved in the provision of services offered in competition
with IX Customer, except in accordance with the provisions of
this Agreement.
b) BC TEL further agrees that all right, title and interest in
the Confidential Information shall remain the exclusive
property of IX Customer and that BC TEL shall not use or
disclose Confidential Information except in accordance with
the terms of this Agreement or, alternatively, with the prior
written consent of IX Customer.
4. CONFIDENTIAL INFORMATION:
1) For the purposes of this Agreement, "Confidential Information"
shall mean any data or oral or written information:
(a) obtained from IX Customer either directly or
indirectly through a BC TEL Associated Company or
(b) developed by BC TEL or a BC TEL Associated Company
exclusively for the benefit of IX Customer, relating
to interconnection
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which BC TEL receives or develops in its capacity as a
provider of a monopoly service and that is not generally known
outside IX Customer whether or not such information is
identified as "Confidential" at the time of disclosure.
Confidential Information may include but shall not be limited
to information pertaining to IX Customer's: circuit orders,
market forecasts, plans for the development of new services,
network plans, new customers, and current or proposed business
plans shall be deemed "Confidential Information" whether or
not identified as "Confidential" at the time of disclosure.
2) No receiving party shall be liable for disclosure or use of
Confidential Information upon the occurrence of one or more of
the following events:
(a) The Confidential Information enters the public domain
other than through a breach of this Agreement.
(b) The Commission orders public disclosure of the
Confidential Information.
(c) The Confidential Information is lawfully obtained by
the receiving party from a third party or parties
without a breach of this Agreement.
(d) IX Customer has provided express written approval for
the disclosure of the Confidential Information.
(e) Information is independently developed by BC TEL.
(f) The Confidential Information is required by Canadian
law to be disclosed or released by the receiving
party.
5. DISCLOSURE TO BC TEL ASSOCIATED COMPANIES:
1) It is understood by the parties hereto that the Carrier
Services Group will utilize the staff and facilities of the
following organizations and companies ("the BC TEL Associated
Companies"). Nothing in this Agreement shall be deemed to
prevent the Carrier Services Group from providing Confidential
Information to the BC TEL Associated Companies subject to the
procedures specified in section 7, hereto and on a "need to
know" basis, in relation to the provision of services and
facilities contemplated in this Agreement.
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The BC TEL Associated Companies shall consist of the
following:
a) Stentor Resource Centre Inc. for the purpose of
performing the following activities associated with
the provision of interconnection services to IX
Customer: engineering services, standards
development, services development, policy, rating and
tariff development.
b) BC TEL Systems Solutions Inc. for the purpose of
developing and implementing systems required to
support the operations of BC TEL and other telephone
companies with whom IX Customer may interconnect its
network, subject to agreement between BC TEL and such
other telephone companies. The activities of BC TEL
Systems Solutions Inc. will include but not be
limited to the development of the Carrier Access
Management Systems (CAMS) and of the Primary
Interexchange Carrier (PIC) System.
BC TEL Systems Solutions Inc. may carry out revisions
to other BC TEL systems required as a result of
interconnection. BC TEL Systems Solutions Inc. will
also develop associated methods and procedures.
c) Stentor Canadian Network Management (SCNM) for the
purpose of planning and coordinating the introduction
of common services to IX Customer and the
implementation of common methods and procedures
between SCNM member telephone companies.
d) Such other organizations and companies as the parties
may agree to in writing from time to time.
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2) BC TEL will not provide any Confidential Information to any BC
TEL Associated Company unless any such BC TEL Associated
Company has executed an acknowledgment in the form specified
in Attachment 4 within 45 days following the effective date of
this Agreement, confirming that it will protect the
confidentiality of Confidential Information to the same extent
that BC TEL protects Confidential Information under the terms
of this Agreement. BC TEL will deliver a copy of each such
executed acknowledgment to IX Customer.
6. DISCLOSURE TO STENTOR OWNERS:
BC TEL will disclose Confidential Information to the Stentor Resource
Centre Inc. owner companies (the "owners") only to the extent such
information is required to be disclosed in order to provide services
and facilities in relation to interconnection and only with the prior
authorization of IX Customer. Where disclosure is made to an owner
which has executed an Interexchange Carrier Group (ICG) Agreement with
IX Customer, such disclosure of Confidential Information will be made
by BC TEL subject to the undertaking that each such owner to whom the
Confidential Information is disclosed will treat the Confidential
Information in the same manner as it treats IX Customer Confidential
Information disclosed to its own ICG pursuant to its ICG Agreement with
IX Customer.
In the event BC TEL is permitted by IX Customer to provide Confidential
Information to an owner which has not entered into an ICG Agreement
with IX Customer, BC TEL shall endeavor to obtain from such owner an
executed acknowledgment in the form specified in Attachment 4 that such
owner shall protect the Confidential Information to the same extent
that BC TEL protects Confidential Information under the provisions of
this Agreement. BC TEL will deliver a copy of each such executed
acknowledgment as soon as BC TEL obtains same.
7A. PROCEDURES TO ENSURE CONFIDENTIALITY:
BC TEL shall be responsible to ensure that the Confidential Information
provided by IX Customer to the BC TEL Carrier Services Group is used by
BC TEL and by such third parties to whom the Confidential Information
may be provided pursuant to the terms of this Agreement solely for the
purpose of providing to IX Customer services and facilities associated
with interconnection. All Confidential Information provided to the
Carrier Services Group will be communicated within the CSG and to those
employees of BC TEL as well as the BC TEL Associated Companies on a
"need to know" basis only and only to the extent such information is
required for the provision of services and facilities associated with
interconnection. BC TEL shall further ensure the protection of
Confidential Information by implementing the following procedures:
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a) With respect to all BC TEL employees within the Carrier
Services Group who will be performing any of the functions
required for the provision of services and facilities
associated with interconnection, whether on a dedicated or
non-dedicated basis, BC TEL shall review with each employee at
the beginning of his/her assignment to such group and on an
annual basis thereafter the information specified in
Attachment 1. An acknowledgment form will be signed by the
employee as well as the employee's immediate supervisor
indicating that the document has been reviewed and understood
and such signed acknowledgment forms will be retained by BC
TEL. Provided that if BC TEL has made reasonable efforts to
obtain an employee's signature but cannot, an acknowledgment
form signed by such employee's supervisor confirming review
shall be sufficient.
b) All such dedicated groups will be located in office areas
where access is controlled.
c) The CAMS and PIC systems, used to provide facilities and
services in relation to interconnection will, to an extent
consistent with the efficient functioning of BC TEL's
operations, be maintained and operated separately from BC
TEL's other systems. Interfaces with these systems will be
provided on an "as needed" basis only. Additionally, access to
the CAMS and PIC systems will be restricted through the use of
appropriate sign-on procedures.
d) With respect to those BC TEL employees who are not part of
the Carrier Services Group but who may be involved in the
provision of services pursuant to this Agreement, BC TEL shall
ensure that the BC TEL Corporate Code of Ethics, enclosed as
Attachment 3 is periodically reviewed with each employee and
each such employee's immediate supervisor shall certify that
such review has been conducted. The type of employees
contemplated in this section may include, but is not limited
to those individuals performing functions such as network
planning, the installation and maintenance of network
facilities, the performance of economic and other studies, the
management of regulatory activities and the delivery of legal
services.
e) Additionally, all physical media on which any Confidential
Information resides, in the possession of any of the employees
in a) and d), above, shall be kept in locked offices and/or in
locked desks, cabinets or other storage areas at night, and on
all BC TEL non-business days as well as during other prolonged
periods when an employee is absent from his/her workstation.
f) With respect to the employees specified in a) above, upon
termination of employment or retirement, or upon leaving a
position of employment in which the employee was provided
access to Confidential Information, the employee's immediate
supervisor will review with the employee Attachment 1 hereof
and will ensure that the employee understands its content.
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g) With respect to all employees of the BC TEL Associated
Companies, who will be performing, on a dedicated or
non-dedicated basis, any of the functions required for the
provision of services and facilities associated with
interconnection, BC TEL shall ensure that procedures are
implemented which are materially consistent with and no less
stringent than the procedures detailed in paragraphs a), b),
c), d), e) and f) herein with respect to the protection of
Confidential Information as soon as is reasonably possible
upon the execution of this Agreement.
h) With respect to all agents, contractors or subcontractors, to
whom BC TEL discloses or intends to disclose Confidential
Information, BC TEL shall obtain, as a condition to dealing
with such agent, contractor or sub-contractor, written
non-disclosure covenants materially similar to those specified
in Attachment 2, hereto.
7B. BC TEL CONFIDENTIAL INFORMATION
a) Any data or oral or written information disclosed by BC TEL or
by a BC TEL associated company to IX Customer pursuant to the
provisions of this Agreement or the Schedules described in
paragraph 2, including, without limitation, information
provided through any Joint Technical Committee or other
similar committees established shall be deemed "BCT
Confidential Information". BCT Confidential Information
includes but shall not be limited to BC TEL switch locations,
network architectural information (capacity network planning)
and performance data.
b) In order to enable IX Customer to interconnect with the
facilities of BC TEL, BC TEL will be disclosing BCT
Confidential Information to IX Customer. All BCT Confidential
Information shall be used by IX Customer solely for the
purpose of facilitating the obtaining of services and
facilities of BC TEL associated with such interconnection. For
greater certainty, IX Customer personnel receiving such
information shall not provide the BCT Confidential Information
to personnel involved in the provision of services offered in
competition with IX Customer, except in accordance with the
provisions of this paragraph 7A.
c) Similarly, IX Customer shall not use or disclose BCT
Confidential Information except in accordance with the terms
of this Agreement or with the prior written consent of BC TEL.
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d) IX Customer shall ensure that BCT Confidential Information
provided by IX Customer is used by IX Customer and any third
parties to whom the BCT Confidential Information may be
provided pursuant to the terms of this Agreement solely for
the purpose of IX Customer obtaining the services and
facilities associated with interconnection. All BCT
Confidential Information provided to IX Customer employees
will be communicated by such employees to other IX Customer
employees on a "need to know" basis only and only to the
extent such information is required for the obtaining of
services and facilities associated with interconnection
pursuant to Decision 92-12. Further, IX Customer shall ensure
the protection of such confidential information by following
procedures similar in substance and at least as onerous as the
procedures outlined in paragraphs 7(a) through to and
including 7(h) applicable to BC TEL. In this regard all
references to "Carrier Services Group" shall be deemed
replaced with a reference to "IX Customer's employees to whom
BCT Confidential Information is disclosed" and the corporate
Code of Ethics of IX Customer shall contain provisions no less
onerous than those of BC TEL contained in Attachment 3.
e) All other provisions of the Agreement in order to give effect
to the foregoing shall apply, mutatis mutandi, to IX Customer
and BC TEL agrees that the limitations on liability set forth
in paragraph 4(2) shall apply to the BCT Confidential
Information referred to herein.
8. APPLICABLE APPROVALS:
This Agreement and the schedules attached hereto shall be subject at
all times to all applicable regulatory approvals.
This Agreement shall be effective from the day of , 199 .
9. NOTICES:
Subject to the provisions of specific schedules attached hereto, all
notices or notifications to be given hereunder shall be in writing and
shall be hand delivered or sent by registered mail or by facsimile with
proof of receipt addressed as follows:
to BC TEL: Xxx Xxxxxxxx
Vice-President International and Carrier Services
26th Floor TELUS Tower
000 - 0xx Xxxxxx X.X.
Xxxxxxx Xxxxxxx X0X 0X0
to IX Customer:
--------------------------------
--------------------------------
--------------------------------
--------------------------------
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If hand delivered or sent by facsimile such notice or notification
shall be deemed to have been received on the first working day
following date sent. If sent by registered mail such notice or
notification shall be deemed to have been received on the third working
day following date sent.
10. MODIFICATIONS:
No modification of any of the terms of this Agreement shall be valid
unless in writing and signed by the parties. Any such modification
shall be subject to all applicable regulatory filing requirements and
approvals.
11. CHANGES TO PROCEDURES:
Notwithstanding section 10 hereto, if either party to this Agreement
proposes to make any changes to its operations, services or systems
which will materially affect the procedures specified in the schedules
identified in section 2, hereto, the party making such changes shall
give the other party prior notification and shall coordinate such
changes with the other party. In those instances in which such changes
require modification of any of the schedules specified in section 2,
the party making such changes shall consult the other party prior to
making any such change and in the event such other party does not agree
to the changes, the provisions of section 13 of this Agreement will
apply.
12. FORCE MAJEURE:
The parties' performance under this Agreement shall be excused by
labour difficulties (such as work stoppages, studies, lockouts,
slowdowns and similar labour disrupting events), government orders,
civil commotions and other circumstances beyond the parties' reasonable
control provided, however, that the party invoking such circumstances
shall immediately notify the other party in writing, which notification
shall specify the character of the circumstances beyond its control
such party has invoked. Failure to provide timely notification shall
deprive the party in question of the right to refer to any of the above
circumstances as reason for relieving it of responsibility for failure
to perform an obligation.
13. DISPUTES:
Any dispute arising between the parties hereto and involving the
operation or the interpretation of this Agreement shall be resolved
through negotiations at the first instance between Carrier Services
Group staff and IX Customer Telco Relations group staff designated for
this purpose. In the event the dispute remains unresolved after a
period of 5 business days except as described elsewhere in this
Agreement from the date the dispute arose, then either party may file a
complaint to the Commission.
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14. INVALID, UNENFORCEABLE PROVISIONS:
If any provision of this Agreement is declared invalid, illegal or
unenforceable by a court or tribunal acting within its jurisdiction,
the remainder of this Agreement shall remain fully enforceable and
effective.
15. APPLICABLE LAW:
This Agreement and its interpretation shall be subject to the laws of
British Columbia and the laws of Canada applicable thereto.
IN WITNESS WHEREOF the parties hereto have executed this Agreement by their duly
authorized representatives, such execution effective on the date and year first
written above.
Signed this day of , 199 .
IX CUSTOMER BC TEL
-------------------------- --------------------------
Xxxxxx Xxxxxx
--------------------------
Vice-President - Regulatory Affairs
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ATTACHMENT 1
PROTECTION OF IX CUSTOMER CONFIDENTIAL INFORMATION
1. As used herein, "Confidential Information" shall mean any data or oral
or written information
(a) obtained from IX Customer either directly or indirectly
through a BC TEL Associated Company or
(b) developed by BC TEL or a BC TEL Associated Company exclusively
for the benefit of IX Customer relating to interconnection
which BC TEL receives or develops in its capacity as a provider of a
monopoly service and that is not generally known outside IX Customer
whether or not such information is identified as "Confidential" by IX
Customer at the time of disclosure. Confidential Information may
include, but shall not be limited to information pertaining to IX
Customer's: market forecasts, plans for development of new services,
network plans, information relating to new customers and IX Customer's
current or proposed business plans shall be deemed "Confidential
Information" whether or not identified as "Confidential" at the time of
disclosure.
2. BC TEL and each employee who is involved in providing IX Customer
services related to interconnection (the Employee) acknowledge and
agree that the relationship between BC TEL and its employees is one of
mutual trust and reliance.
3. The Employee acknowledges that he/she has and may have access to
Confidential Information, the disclosure of any of which to IX
Customer's competitors (including Stentor Canadian Network Management
member companies), customers, or the general public may be highly
detrimental to the best interests of IX Customer and BC TEL.
4. The Employee acknowledges that the businesses of IX Customer and of BC
TEL cannot be properly protected from adverse consequences of the
actions of the Employee other than by the restrictions set forth in
this document.
5. To this end the Employee agrees not to disclose any Confidential
Information to anyone at any time, during the Employee's employment by
BC TEL except on a "need to know" basis. The Employee also agrees not
to disclose any Confidential Information to anyone after the employee's
employment with BC TEL.
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ATTACHMENT 2
THIRD PARTY NON-DISCLOSURE PROCEDURES
1) All contractual arrangements between BC TEL and potential agents or
consultants in which Confidential Information is to be disclosed by BC
TEL are to contain non-disclosure covenants materially similar to the
following:
NON-DISCLOSURE COVENANTS
1. DEFINITIONS
For the purposes of this attachment, the following definitions shall
apply:
(a) "Confidential Information" shall mean any data or information,
other than Trade Secrets, that is obtained from BC TEL or
developed by the Consultant exclusively for the benefit of BC
TEL and not generally known outside BC TEL where such
information is identified as "confidential" at the time of
disclosure provided that information pertaining to BC TEL's
orders, market forecasts, plans for the development of new
customers and current or proposed business plans shall be
deemed "Confidential Information" whether or not identified as
"Confidential" at the time of disclosure.
(b) "Consultant" shall mean the Consultant with whom BC TEL
intends to disclose Confidential Information.
2. DISCLOSURE
During the course of the services provided by the Consultant to BC TEL,
BC TEL may disclose to the Consultant Confidential Information, either
directly, as by verbal or written communications (including the
transmission of data by any means), or indirectly, as by permitting
employees of the Consultant to observe various operations or processes
conducted by BC TEL. These disclosures will be made upon the basis of
the confidential relationship established between the company and upon
the Consultant's agreement that, unless specifically authorized in
writing by BC TEL, it will:
(a) Use such Confidential Information solely for the purpose of
providing to BC TEL the services contracted for
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(b) Promptly return to BC TEL, upon its request, any and all
tangible material concerning such Confidential Information,
including all copies and notes, whether such material was made
or compiled by the Consultant or furnished by BC TEL; and
(c) Take reasonable precautions to protect from disclosure all
Confidential Information disclosed to it by BC TEL.
3. EXCEPTIONS
The foregoing restrictions shall not apply to any information which,
but for this section, would be Confidential Information under this
agreement:
(a) information that enters the public domain other than
through a breach of this agreement;
(b) information that is disclosed in good faith to the Consultant
by a third party having legitimate possession and the right to
make such disclosure;
(c) information that was in legitimate possession of the
Consultant prior to disclosure hereunder; or
(d) information that is independently developed by the Consultant
or
(e) information that is required by Canadian law to be released by
the receiving party.
Additionally, the aforesaid restrictions shall not apply to any
Confidential Information after the expiration of a period of three
years following the date of disclosure.
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ATTACHMENT 3
[BC TEL CORPORATE CODE OF ETHICS TO BE ATTACHED]
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ATTACHMENT 4
A C K N O W L E D G E M E N T
EFFECTIVE:
BETWEEN:
BC TEL, a corporation duly incorporated under the laws of
Canada, having an office at 0000 Xxxxxxxx, Xxxxxxx, XX X0X 0X0
("BC TEL")
AND:
-------------------------
-------------------------
-------------------------
-------------------------
WHEREAS ("IX Customer") and BC TEL entered into an Agreement effective ,
199enclosed as Attachment 1 ("the Agreement") whereby BC TEL undertook to
protect the confidentiality of certain information confidential to IX Customer
as further specified in the Agreement (the "IX Customer Confidential
Information").
NOW THEREFORE, for and in consideration of the premises, of the mutual promises
contained herein, and of other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:
The parties hereto acknowledge that BC TEL may disclose to ___IX Customer
Confidential Information. The parties hereto also acknowledge that ___has
reviewed and understands the Agreement and ___will protect the
confidentiality of the IX Customer Confidential Information to the same
extent that BC TEL protects the confidentiality of the IX Customer
Confidential Information under the provisions of the Agreement.
BC TEL
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By: By:
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Name: Name:
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Title: Title:
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