Non Disclosure Agreement

Non Disclosure Agreement

This Non-Disclosure Agreement (the “Agreement”) is made effective as of today’s date (the “Effective Date”) between FRONTIER NETWORKS INC. / FRONTIER NETWORKS CORP. (“FRONTIER”) and You / Your Company (“SIGNER”) a potential agent, reseller, or carrier partner (each a “Party,” and collectively, the “Parties”).

1. Purpose

FRONTIER and SIGNER are engaged in discussions regarding a potential commercial relationship under which SIGNER may act as an agent, reseller, or carrier partner for certain Frontier products and services (the “Business Relationship”). In connection with these discussions, FRONTIER may disclose certain Confidential Information (as defined below) to SIGNER. This Agreement governs the use and protection of such Confidential Information.

[If this Agreement is made reciprocal, references to FRONTIER as the sole “Disclosing Party” shall apply equally to both Parties.]

2. Definition of Confidential Information

“Confidential Information” means any written, audible, visual, oral, electronic, or physical information or items disclosed by FRONTIER to SIGNER relating to FRONTIER’s business operations, strategy, marketing and sales, customers and potential customers, products, services, pricing, network, infrastructure, suppliers, intellectual property, or technology, whether or not such information is marked or identified as confidential, and whether disclosed in tangible or intangible form, which is disclosed in circumstances of confidence or would be understood by a reasonable person to be confidential.

3. Non-Disclosure and Use of Confidential Information

SIGNER agrees that it will use FRONTIER’s Confidential Information solely for purposes of evaluating, marketing, or carrying out the Business Relationship and for no other purpose. SIGNER shall not disclose FRONTIER’s Confidential Information to any third party without FRONTIER’s prior written consent, and then only to the extent specified in such consent.

Confidential Information may be shared within SIGNER’s organization only to the extent reasonably required to support the Business Relationship and only with those employees, contractors, or representatives who have a legitimate need to know such information and are bound by confidentiality obligations no less protective than those contained herein.

Notwithstanding the foregoing, FRONTIER may disclose customer names, site addresses, or related information to third parties solely as required to perform site checks, obtain pricing, submit carrier or supplier requests, or carry out related activities in connection with the Business Relationship. Any such third parties must be bound by confidentiality obligations no less protective than those contained herein.

SIGNER shall not make any public disclosure regarding discussions with FRONTIER without FRONTIER’s prior written approval, unless required by law (in which case SIGNER will provide prior written notice to FRONTIER).

4. Exceptions

The obligations in Section 3 shall not apply to any Confidential Information that SIGNER can demonstrate:

(a) was in the public domain at the time of disclosure or becomes public through no fault of SIGNER;
(b) was lawfully known to SIGNER, without restriction, prior to disclosure by FRONTIER;
(c) is received by SIGNER from a third party lawfully entitled to make such disclosure without restriction;
(d) is approved for release by FRONTIER in writing; or
(e) is required to be disclosed by law, regulation, or court order, provided that SIGNER gives prompt written notice to FRONTIER to enable FRONTIER to seek protective measures or otherwise limit such disclosure.

SIGNER shall bear the burden of proving that any of the foregoing exceptions apply.

5. Return or Destruction of Materials

Upon FRONTIER’s written request, SIGNER shall promptly return or securely destroy all materials or documents containing FRONTIER’s Confidential Information, including all copies, within ten (10) days after: (a) the conclusion or rejection of the Business Relationship, or (b) receipt of such written request.

If FRONTIER elects destruction, SIGNER shall provide a letter signed by an authorized officer confirming that the Confidential Information and all copies have been securely destroyed.

For electronic data, SIGNER shall permanently delete such information from its systems, backups, and archives, to the extent commercially practicable.

6. No Licenses or Warranties

All Confidential Information remains the sole property of FRONTIER. Nothing in this Agreement shall be construed as granting any license or other rights under any patents, copyrights, trade secrets, or other intellectual property rights of FRONTIER.

All Confidential Information is provided “as is.” FRONTIER makes no representation or warranty, express or implied, as to the accuracy or completeness of its Confidential Information, and SIGNER assumes full responsibility for all conclusions derived therefrom.

7. Term

This Agreement shall remain in effect for three (3) years from the Effective Date. SIGNER’s confidentiality obligations shall survive for the later of:
(a) five (5) years following the Effective Date, or
(b) three (3) years following the last disclosure of Confidential Information under this Agreement.

8. Irreparable Harm

SIGNER acknowledges that any breach of this Agreement may cause irreparable harm to FRONTIER for which monetary damages would be inadequate. Accordingly, FRONTIER shall be entitled to seek injunctive or equitable relief without the necessity of proving actual damages.

9. Independent Contractors

FRONTIER and SIGNER are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between them, except as may later be agreed in writing in connection with a reseller, agent, or carrier agreement.

10. General Provisions

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, without regard to its conflict-of-law principles.

SIGNER may not assign or transfer its rights or obligations under this Agreement without FRONTIER’s prior written consent.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

No modification or waiver of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior communications or agreements, oral or written, concerning the disclosure of Confidential Information.

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Signatures delivered electronically (including scanned or digital signatures) shall be deemed original and fully effective.