Non Disclosure Agreement

Non Disclosure Agreement

This Non Disclosure Agreement (“AGREEMENT”), dated below is between FRONTIER NETWORKS INC. (“FRONTIER”) and the undersigned herein after the (“SIGNER”):

Section 1: Purpose.

FRONTIER and SIGNER (individually, a “Party”, “Disclosing Party” or “Receiving Party” as the context may dictate, and collectively, the “Parties”), are engaged in certain discussions and/or activities for the purpose of entering into a business arrangement (the “Business Relationship”), in connection with which each Party has disclosed and/or may further disclose its Confidential Information (as defined below) to the other. This AGREEMENT is intended to maintain the confidential treatment of such information.

Section 2: Definition of Confidential Information.

“Confidential Information” means any written, audible, visual, or oral information, or physical items disclosed by one Party to the other relating to such Party’s business operations, strategy, marketing and sales, customers and potential customers, products, services, network, infrastructure, suppliers, intellectual property, or technology, which is designated in writing to be confidential, is disclosed in circumstances of confidence, or would be understood by the Parties, exercising reasonable business judgment, to be confidential.

Section 3: Non-Disclosure of Confidential Information.

Neither Party shall use any Confidential Information disclosed to it by the other Party for any use except in furtherance of or pursuant to the Business Relationship. Neither Party shall disclose the other Party’s Confidential Information to any third party without the prior written consent of the other Party, and then only to the extent specified in such consent. Confidential Information may be disseminated within the Receiving Party’s own organization only to the extent reasonably required for carrying out the Business Relationship, and only to those employees, contractors, and representatives who have entered into appropriate confidentiality agreements with the Receiving Party. The Receiving Party may not modify, adapt, reverse engineer, or recreate any software or documentation provided by the other Party (or attempt to do so). Each Party agrees not to make any public disclosure regarding their discussions without the other Party’s prior written approval unless required by law (in which case prior notice will be provided).

Section 4: Exceptions.

The restrictions on disclosure described in Section 3 do not apply to any item of Confidential Information which:

(a) was in the public domain at the time it was disclosed, or has entered the public domain through no fault of the Receiving Party;

(b) was known to the Receiving Party, without restriction, at the time of disclosure by the Disclosing Party;

(c) is lawfully received by the Receiving Party from a third party not bound in a confidential relationship to the Disclosing Party;

(d) is published or otherwise made known to the public by the Disclosing Party; or

(e) is required to be disclosed under applicable law, regulation, or court order (but the Receiving Party will give prompt notice to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure).

Section 5: Return of Materials.

Upon either Party’s request, the other Party will promptly return all materials or documents containing Confidential Information, including all copies, or, at the Disclosing Party’s election, securely destroy such Confidential Information within ten (10) days after: (a) the Business Relationship has been rejected or concluded; or (b) the written request of the Disclosing Party, whether during or following the conclusion or termination of this AGREEMENT. If the Disclosing Party elects to have the Confidential Information destroyed, the Receiving Party will provide a letter, signed by an officer of the Party, confirming that the Confidential Information and all copies have been securely destroyed.

Section 6: No Licenses or Warranties.

The Disclosing Party will retain all intellectual property rights to its Confidential Information, and nothing in this AGREEMENT will be construed as granting any license or other rights under any patents, copyrights, trade secrets, or other intellectual property rights. Neither Party makes any representation, express or implied, as to the accuracy or completeness of its Confidential Information, and each Party assumes full responsibility for all conclusions derived from the Confidential Information.

Section 7: Term.

This AGREEMENT will have a term of three (3) years. The Parties’ obligations hereunder will survive termination of the relationship between the Parties and will continue for a period terminating on the later of: (a) five (5) years following the date of this AGREEMENT; or (b) three (3) years from the date on which Confidential Information is last disclosed under this AGREEMENT.

Section 8: Irreparable Harm.

The Parties each agree that a violation of this AGREEMENT would cause irreparable harm to the other Party. Due to the unique nature of the Disclosing Party’s Confidential Information, monetary damages may be inadequate to compensate the Disclosing Party for any breach by the Receiving Party. Accordingly, the Parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise, the Disclosing Party will be entitled to seek injunctive relief to enforce the terms of this AGREEMENT without the necessity of proving actual damages.

Section 9: Independent Contractors.

FRONTIER and SIGNER are independent contractors, and nothing contained in this AGREEMENT will be construed to constitute FRONTIER and SIGNER as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking.

Section 10: General.

This AGREEMENT will be binding on both Parties and their respective successors and assigns, and will be governed, construed, and interpreted in accordance with the laws of the Province of Ontario, without giving effect to principles of conflicts of law. Neither Party shall assign its rights or delegate its duties or obligations under this AGREEMENT without the other Party’s prior written consent. If a court or other lawful authority of competent jurisdiction declares any provision of this AGREEMENT invalid, illegal, or unenforceable, the remaining provisions of this AGREEMENT will continue in full force and effect. No modification or amendment to this AGREEMENT will be valid or binding unless made in writing and duly executed by the Parties, and no waiver of any breach of any provision of this AGREEMENT will be effective or binding unless made in writing and signed by an authorized representative of each Party. This AGREEMENT constitutes the entire agreement between the Parties and supersedes all prior agreements, oral or written, and all other communications between the Parties regarding the disclosure of Confidential Information. This AGREEMENT may be executed in counterparts, each of which taken together will constitute one and the same AGREEMENT.