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Order CRTC 2000-1079
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Ottawa, 30 November 2000
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Approval of CSG agreement for third-party Internet access services provided by larger cable carriers
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Reference: 8340-C13-0648/00
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In this order, the Commission approves, with changes, a standard agreement governing access service requests of competitor Internet service providers to larger cable carriers. This agreement will become effective at the same time the terms and conditions of service given interim approval in Order 2000-789 [third-party access (TPA)] become effective on a final basis. The Commission also initiates a process to approve a standardised non-disclosure agreement applicable to smaller cable carriers.
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1.
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In Regulation under the Telecommunications Act of cable carriers' access services, Telecom Decision CRTC 99-8, dated 6 July 1999, the Commission determined that larger cable carriers that offer both higher speed retail Internet services and underlying broadband access services should be required to create Customer Services Groups (CSG) to handle Internet Service Providers' (ISPs) requests for underlying broadband access services.
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2.
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In Definitions of larger cable carrier and the creation of confidentiality agreements, Order CRTC 2000-317, dated 18 April 2000, the Commission directed Cogeco Cable Canada inc., Rogers Communications Inc., Vidéotron ltée and Shaw Communications Inc. (collectively the larger cable carriers) to file for Commission approval a proposed CSG agreement negotiated with ISPs. If negotiations proved to be unsuccessful, the larger cable carriers were directed to file the two proposed agreements, indicating those clauses that had been agreed upon by all parties, and serving copies on all other parties to Decision 99-8.
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3.
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In a letter dated 29 May 2000, the Canadian Cable Television Association (CCTA) filed on behalf of the larger cable carriers a proposed CSG agreement for the Commission's approval, noting that it had forwarded the agreement to the Canadian Association of Internet Providers (CAIP) on 8 May 2000 and that CAIP had not provided any comments or raised any objections to the proposed agreement. In a letter of the same date, CAIP stated that because of its limited resources, it had been unable to provide comments, but that it would seek to negotiate the agreement with CCTA. If differences continued to persist as of 7 June 2000, CAIP stated that it would file comments with the Commission. In the event, CAIP submitted comments under cover of a letter dated 7 June 2000. CCTA filed reply comments in a letter dated 19 June 2000. In a letter of 17 July 2000, CAIP filed further comments, to which CCTA filed a reply in a letter of 20 July 2000.
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4.
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CCTA stated that its proposed agreement was based on the Carrier Services Group agreement approved by the Commission for Teleglobe Canada Inc. (the Teleglobe agreement) in Telecom Order CRTC 99-906, dated 17 September 1999.
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5.
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The Commission agrees with CCTA that the Teleglobe agreement is an appropriate basis for the larger cable carriers' CSG agreement and notes that CAIP did not object to CCTA's use of the Teleglobe agreement for this purpose.
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6.
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The Commission's determinations in this proceeding reflect the principle that the larger carriers' CSG agreement should be the same as the Teleglobe agreement, unless the appropriateness of doing otherwise has been demonstrated.
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7.
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Following careful consideration of CCTA's and CAIP's comments and proposals with respect to the drafting of the various clauses, the Commission approves the text of the CSG agreement (including attachments) proposed by CCTA under cover of its letter of 29 May 2000, with the following changes:
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CSG agreement
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a) Amend section 1.2 to read as follows:
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The CSG will be responsible for the performance of several functions in relation to the provision of the TPA Services, such as marketing, ordering, provisioning, billing, contract administration, safeguarding of all Confidential Information (as defined herein) provided to the CSG by the Customer.
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b) Amend section 4.1.1 to read as follows:
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with respect to all Company employees within the CSG who will be performing any of the functions required for the provision of the TPA Services, whether on a dedicated or non-dedicated basis, the Company 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. A Confidentiality Acknowledgement Form as defined herein below 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 acknowledgement forms will be retained by the Company. Provided that if the Company has made reasonable efforts to obtain an employee's signature but cannot, a Confidentiality Acknowledgement Form signed by such employee's supervisor confirming review shall be sufficient.
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c) Amend section 4.1.3 to read as follows:
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with respect to those Company employees who are not part of the CSG but who may be involved in the provision of the TPA Services pursuant to this Agreement, the Company shall ensure that those employees are made aware by their immediate supervisor of the purpose and the importance of this Agreement on a periodical basis. The type of employees contemplated in this Article 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 or regulatory activities and the delivery of legal services. A dated acknowledgement form will be signed by the employee as well as the employee's supervisor indicating that the purpose and importance of the Agreement have been reviewed with the employee (the "Confidentiality Acknowledgement Form"). Provided that the Company has made reasonable efforts to obtain an employee's signature but cannot, a Confidentiality Acknowledgement Form signed by such employee's supervisor confirming the review shall be sufficient.
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d) Amend section 4.1.4 to read as follows:
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additionally, all physical media on which any Confidential Information resides, in the possession of any of the employees specified in this Agreement shall be kept in locked offices and/or in locked desks, cabinets or other storage areas at night and on all the Company non-business days as well as during other prolonged periods when an employee is absent from his/her work station.
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e) Amend section 4.1.5 to read as follows:
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with respect to the employees specified in Article 4.1.1 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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f) Amend section 4.1.6 to read as follows:
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with respect to all agents, contractors or sub-contractors, to whom or which the Company discloses or intends to disclose Confidential Information, the Company shall obtain, as a condition of dealing with such agents, contractors or sub-contractors, written non-disclosure covenants materially similar to those specified in Attachment 2, hereto. Further, the Company shall ensure the protection of Confidential Information with respect to agents, contractors or sub-contractors by following procedures that are no less rigorous than the procedures it applies to ensure the protection of confidential information of the Company with respect to such persons.
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g) Amend penultimate sentence of section 5.4 to read as follows:
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.... Further, the Customer shall ensure the protection of Company Confidential Information by following procedures similar in substance and at least as rigorous as the procedures outlined in Articles 4.1.1 to 4.1.6 applicable to the Company. In this regard, all references to CSG shall be deemed replaced with a reference to "the Customer's employee to whom Company Confidential Information is disclosed".
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h) Amend section 11 to read as follows:
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Any disputes arising between the parties hereto and involving the operation or the interpretation of this Agreement shall be resolved through negotiation at the first instance between the CSG staff and the Customer's staff designated for this purpose. If the dispute is not resolved at that level and before taking the dispute to the CRTC or before a court of law, the Company and the Customer shall address the dispute at the level of Vice-President or its equivalent. In the event that the dispute remains unresolved after a period of five (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 CRTC or in a court of law.
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Attachment 1 - Protection of the customer confidential information
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i) Insert the following recital:
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Whereas ("Company") has entered into a Customer Services Group Agreement with ("Customer") which will result in the undersigned ("Employee") being exposed to certain confidential information, Employee agrees that;
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j) Amend section 3 to read as follows:
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The Employee acknowledges that he/she has and may have access to Confidential Information, the disclosure of any of which to the Customer's competitors (including to the competitive arms of the Company), customers or the general public may be highly detrimental to the best interests of the Customer and the Company.
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k) Amend section 5 to read as follows:
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To this end, the Employee agrees not to disclose any Confidential Information to anyone at any time, during the Employee's employment by the Company except on a need-to-know basis and provided such person has read and agreed to this statement of confidentiality. The Employee also agrees not to disclose any Confidential Information to anyone after the Employee's employment with the Company.
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Attachment 2
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l) Amend section 3.2 to read as follows:
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information that is disclosed in good faith to the Consultant by a third party with legitimate possession of such information and the right to make such disclosure;
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8.
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The Commission notes that terms to ensure the appropriate treatment of confidential competitor information by the larger cable carriers were granted interim approval in Terms and rates approved for large cable carriers' higher speed access service, Order CRTC 2000-789, dated 21 August 2000, in which the Commission, among other things, approved on an interim basis the larger cable carriers' terms and conditions of service. In that order, the Commission also stated that it intended to dispose of these terms and conditions of service on a final basis when it disposes of various other matters, including the applicability of winback guidelines to the larger cable carriers. Given this, the Commission considers that the CSG agreement should become effective when the larger cable carriers' terms and conditions of service become effective on a final basis. In the meantime, the terms governing the treatment of confidential customer information approved on an interim basis in Order 2000-789 will continue to apply.
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9.
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The Commission directs CCTA to issue a revised CSG agreement reflecting the above changes within 30 days of this order.
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10.
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Consistent with Decision 99-8 and Order 2000-317, the Commission hereby initiates a proceeding to consider a standardised non-disclosure agreement for the protection of competitively sensitive ISP information applicable to all incumbent cable carriers, other than the larger cable carriers, that offer both higher speed retail Internet services and access services (the smaller cable carriers).
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Procedure
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11.
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The Commission directs CCTA and the Canadian Cable Systems Alliance (CCSA) to consult and to enter into negotiations, on behalf of the smaller cable carriers, with CAIP, acting on behalf of the ISPs, with respect to a standardised non-disclosure agreement applicable to smaller cable carriers.
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12.
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CCTA/CCSA is directed to file for Commission approval a proposed standardised non-disclosure agreement negotiated with the ISPs, serving copies on the parties to Decision 99-8, by 9 January 2001.
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13.
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If agreement has not been reached on the text of the proposed agreement, CCTA/CCSA and CAIP shall file by 9 January 2001, serving a copy on all other parties, their respective proposed texts, identifying the clauses that have been agreed upon by all parties.
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14.
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Interested parties may file with the Commission comments on the proposed text or texts, as the case may be, serving copies on all other parties, by 19 January 2001. Submissions longer than five pages should include a summary.
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15.
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CCTA/CCSA and CAIP may file reply comments with the Commission, serving a copy on all other parties, by 29 January 2001.
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16.
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Where a document is to be filed or served by a specific date, the document must be actually received, not merely mailed, by that date.
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17.
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Parties wishing to file electronic versions of their submissions can do so by email or on diskette. The Commission email address is procedure@crtc.gc.ca
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18.
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The electronic version should be in the HTML format. As an alternative, those making submissions may use "Microsoft Word" for text and "Microsoft Excel" for spreadsheets.
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19.
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Please number each paragraph of your submission. In addition, please enter the line ***End of document*** following the last paragraph. This will help the Commission verify that the document has not been damaged during transmission.
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20.
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The Commission will make submissions filed in electronic form available on its web site at www.crtc.gc.ca in the official language and format in which they are submitted. This will make it easier for members of the public to consult the documents.
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21.
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The Commission also encourages interested parties to monitor the record of this proceeding (and/or the Commission's web site) for additional information that they may find useful when preparing their submissions.
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Location of CRTC offices
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22.
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Submissions may be examined or will be made available promptly upon request at the Commission offices during normal business hours:
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Central Building
Les Terrasses de la Chaudière
1 Promenade du Portage, Room G-5
Hull, Quebec K1A 0N2
Tel: (819) 997-2429 - TDD: 994-0423
Fax: (819) 994-0218
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Bank of Commerce Building
1809 Barrington Street
Suite 1007
Halifax, Nova Scotia B3J 3K8
Tel: (902) 426-7997 - TDD: 426-6997
Fax: (902) 426-2721
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405 de Maisonneuve Blvd. East
2nd Floor, Suite B2300
Montréal, Quebec H2L 4J5
Tel: (514) 283-6607 - TDD: 283-8316
Fax: (514) 283-3689
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55 St. Clair Avenue East
Suite 624
Toronto, Ontario M4T 1M2
Tel: (416) 952-9096
Fax: (416) 954-6343
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Kensington Building
275 Portage Avenue
Suite 1810
Winnipeg, Manitoba R3B 2B3
Tel: (204) 983-6306 - TDD: 983-8274
Fax: (204) 983-6317
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Cornwall Professional Building
2125 - 11th Avenue
Room 103
Regina, Saskatchewan S4P 3X3
Tel: (306) 780-3422
Fax: (306) 780-3319
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Suite 520 - 10405 Jasper Avenue
Edmonton, Alberta T5J 3N4
Tel: (780) 495-3224
Fax: (780) 495-3214
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530-580 Hornby Street
Vancouver, British Columbia V6C 3B6
Tel: (604) 666-2111 - TDD: 666-0778
Fax: (604) 666-8322
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Secretary General
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This document is available in alternative format upon request and may also be examined at the following Internet site: http://www.crtc.gc.ca
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