ARCHIVED -  Telecom Order CRTC 97-288

Telecom Order

Ottawa, 4 March 1997

Telecom Order CRTC 97-288

IN THE MATTER OF an application filed by Québec-Téléphone under Tariff Notice 141 dated 4 December 1996, for approval of tariff revisions removing the restriction on sharing groups from its General Tariff and for approval of a standard sharing group agreement.

WHEREAS on 16 December 1996, Québec-Téléphone filed a copy of its proposed standard sharing group agreement on the public record;

WHEREAS no comments were received by the Commission in relation to this application;

WHEREAS Québec-Téléphone submitted that the terms and conditions of the standard agreement are based on those applicable to the Stentor companies;

WHEREAS the Commission notes that the proposed standard agreement does not contain any provisions regarding the confidentiality of customer information;

WHEREAS the Commission is of the view that confidential customer information exchanged between parties should be protected under this agreement;

WHEREAS the Commission is of the view that the standard agreement should cross-reference the company's General Tariff and applicable CRTC regulations;

WHEREAS under Article 6, the proposed standard agreement provides that parties to the agreement have ten (10) days to remedy and perform prior to termination; and

WHEREAS the Commission is of the view that a longer period should be allowed -

IT IS HEREBY ORDERED THAT:

1. The tariff revisions and standard agreement submitted by Québec-Téléphone under Tariff Notice 141 are approved on the condition that the standard agreement be modified as follows:

a) the following item be added under Article 2 "Portée de la présente entente": "This agreement outlines the respective rights and obligations of Québec-Téléphone and the administrator with respect to the company's provision of billing information to the administrator on the terms and conditions specified in this agreement, the company's tariffs and applicable CRTC regulations, for the purpose of enabling the administrator to rebill sharing group members for their use of shared services.";

b) Appendix E be added to the agreement (shown as an Attachment to this Order);

c) the following article be added to the agreement: "[Title] CONFIDENTIAL INFORMATION [paragraph] The protection of Confidential Information exchanged between the parties shall be specified in Appendix E. [paragraph] The parties agree to be bound by the terms of Appendix E which shall supersede any previous agreement of the parties (if any) with respect to the protection of Confidential Information.";

d) Article 6.1 be modified to provide parties thirty (30) days from the receipt of notice to rectify a violation instead of ten (10) days as provided in the proposed standard agreement; and

2. Québec-Téléphone is to issue a revised agreement reflecting the above revisions.

Allan J. Darling
Secretary General

Attachment

APPENDIX E
CONFIDENTIALITY REQUIREMENTS

1. CONFIDENTIAL INFORMATION

For the purposes of the Agreement, "Confidential Information" means all oral, written or machine-readable data and information that is not generally known to competitors of the disclosing party and is identified as confidential at the moment of disclosure. Confidential Information shall automatically include any support materials and documentation disclosed directly or indirectly by one party to the other for the purpose of performing any function, study or work in connection with the Agreement, as well as any information related to the customers of Québec-Téléphone and not published in the White Pages directory.

2. OBLIGATIONS ARISING FROM DISCLOSURE

During the course of performance of the Agreement each party may disclose to the other party or permit the other party access to certain Confidential Information, either directly or indirectly. These disclosures will be made or permitted upon the basis of the confidential relationship established between the parties and upon each party's commitment that, unless specifically authorized in writing by the other, it will:

(a)  use such Confidential Information solely for purposes related to the course of performance of the Agreement;

(b)  promptly return to the disclosing party, upon its request, or certify as destroyed, any and all tangible material concerning Confidential Information, including all copies and notes, whether such material was made or compiled by the receiving party or furnished by the disclosing party;

(c)  take all reasonable precautions to maintain the secrecy of all Confidential Information disclosed to it by the other party; and

(d)  disclose the Confidential Information only to those directors, officers, employees, agents and professional advisors with a need to know the Confidential Information, provided that they are bound to observe the requirements of confidentiality as set out herein. Subject to paragraph 3 herein, these obligations shall survive termination of the Agreement.

3. EXCEPTIONS

The foregoing obligations shall not apply to any Confidential Information that:

(a)  shall become generally known through no act of the receiving party;

(b)  was disclosed in good faith to the receiving party by a third party having legitimate possession and the right to make such disclosure;

(c)  was in legitimate possession of the receiving party prior to its disclosure hereunder;

(d)  is independently developed by the receiving party in the future as evidenced by appropriate records; or

(e) a party is required by law to disclose.

Additionally, the aforesaid obligations shall not apply to any Confidential Information after the expiration of a period of five (5) years following the date of disclosure. Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be relieved of any of the above obligations regarding any and all Québec-Téléphone customer related information. This paragraph shall survive termination of the Agreement.

4. GENERAL PROVISIONS

Each party acknowledges that each party maintains the sole and absolute discretion to determine what, if any, of the Confidential Information it will release to the other party.

Each party acknowledges and understands that the other makes no representation or warranty in relation to any of the Confidential Information, its adequacy, accuracy, or suitability for any purpose.

The disclosure of Confidential Information by one party to the other shall not be construed as granting to the other party a license of any rights under any copyrights or copyright applications in any country relating to any of the Confidential Information which the disclosing party or an associated corporation may now or hereafter own or under which the disclosing party or an associated corporation may now or hereafter hold licensing rights. The Confidential Information is the property of the disclosing party.

In the event of a breach or threatened breach of any term of this Schedule, the parties agree that the harm suffered by the injured party would not be compensable by monetary damages alone and, accordingly, that the injured party shall, in addition to other available legal or equitable remedies, be entitled to an injunction against such breach or threatened breach.