20121205Protective Agreement.pdf

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PROTECTIVE AGREEMENT
This Protective Agreement is entered into this day of December, 2012, by the Staff
of the Idaho Public Utilities Commission (Staff), FairPoint Communications (FairPoint)ad
Blackfoot Telephone Cooperative, Inc. (Blackfoot).
RECITALS:
1.WHEREAS, FairPoint and Blackfobt have advised the Staff of an intended transaction
whereby a wholly-owned subsidiary of Blackfoot will purchase all of the outstanding
stock of Fremont Telecom Co, a regulated company in the State of Idaho. Blackfoot and
FairPoint desire to make available to the Staff certain information, and Staff desires to
examine certain information, respecting the transaction.
2.WHEREAS, the Parties hereto anticipate that FairPoint and/or Blackfoot may provide,
or make available for review, certain information considered to be of a trade secret,
privileged or confidential nature (as defined in Idaho Code 9-340 et seq. and 48-801
et seq.).
3.WHEREAS, the Parties agree that entering into a Protective Agreement will expedite
the production of documents; will afford the necessary protection to the Parties'
employees and/or representatives in this proceeding who might review the information
and subsequently be requested to reveal its contents by setting forth clear cut parameters
for use of Confidential Information, and will protect Confidential Information which
might be provided hereafter.
IT IS HEREBY STIPULATED AND AGREED AS FOLLOWS:
1. (a) Confidential Information.
All documents, data, information, studies and other materials furnished that are claimed
to be of trade secret, proprietary or confidential nature (herein referred to as "Confidential
Information") shall be so marked by stamping the same with a designation indicating its trade
secret, proprietary or confidential nature and printed on "yellow paper". Any claim of
confidentiality must be accompanied by an attorney's certificate that the material is protected by
law from public disclosure and cite the specific legal authority to support the claim. IDAPA
31.01.01.067 and 31.01.01.233. Access to and review of Confidential Information shall be
strictly controlled by the terms of this Agreement.
PROTECTIVE AGREEMENT-1
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(b)Use of Confidential Information.
All persons who may be entitled to review, or who are afforded access to any
Confidential Information by reason of this Agreement shall neither use nor disclose the
Confidential Information for purposes of business or competition, or any purpose other than the
purpose of reviewing the transaction and then solely as contemplated herein, and shall keep the
Confidential Information secure as trade secret, confidential or proprietary information and in
accordance with the purposes and intent of this Agreement.
(c)Persons Entitled to Review.
Access to Confidential Information shall be limited to counsel of the undersigned parties,
employees, experts, agents or representatives of the undersigned parties who have executed an
Exhibit "A" to this Agreement. Such information will be clearly marked and protected from
unauthorized public disclosure.
(d)Nondisclosure Agreement.
Confidential Information shall not be disclosed to any person who has not signed a
nondisclosure agreement on this form, which is attached hereto as Exhibit "A" and incorporated
herein. The nondisclosure agreement or Exhibit "A" shall require the person to whom disclosure
is to be made to read a copy of this Protective Agreement and to certify in writing that he or she
has reviewed the same and has consented to be bound by its terms. The Agreement shall contain
the signatory's full name, permanent address, and employer.
2. (a) Copies.
No copies or transcriptions of the Confidential Information shall be made except as
necessary to make the information available to individuals who have executed an Exhibit "A" to
this Protective Agreement.
(b) Return of Confidential Information.
Upon request of FairPoint or Blackfoot, all original documents and copies of the
Confidential Information shall be: (1) returned to FairPoint or Blackfoot, or (2) shredded by the
holder of such documents.
Unless otherwise ordered, Confidential Information, including transcripts or depositions
containing information to which a claim of confidentiality is made, shall remain under seal,
shall continue to be subject to the protective requirements of this Agreement, and shall likewise,
be returned to counsel for FairPoint or Blackfoot within thirty (30) days after final settlement or
conclusion of any proceedings before the Commission in which Confidential Information is
PROTECTIVE AGREEMENT-2
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relevant including administrative or judicial review thereof. After return of documents pursuant
to this Paragraph, and upon request, a written receipt verifying return shall be provided by
counsel.
(c) Return of Notes.
Any notes maintained by a recipient of Confidential Information, which embody or
reflect any of the Confidential Information provided under this Agreement, shall, upon request
of FairPoint or Blackfoot, be either returned to FairPoint or Blackfoot or, at the option of the
recipient, destroyed.
3. Non-waiver of Objection to Admissibility.
The furnishing of any document, information, data, study or other materials pursuant
to this Protective Agrecmcnt shall in no way limit or waive the right of the providing party
to object to its relevance or admissibility in any proceedings before this Commission.
Dated this ci1'hday of 2012.
IDAHO PUBLIC UTILITIES COMMISSION
By:___________________
Name-
FAIRPOINT COMMUNICATIONS
BY-CA A 4 Name: C flkCL_.
Title: ,h'h&.itaA
BLACKFOOT TELEPHONE
PROTECTIVE AGREEMENT 3
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EXHIBIT "A"
I have reviewed the foregoing Protective Agreement dated this 5th day of December 2012 in Case
No. FRE-T-12-01 and agree to be bound by the terms and conditions of such Agreement.
Joe Csid
Idaho Public Utilities Commission
Employer or Firm
472 W. Washington Street, Boise, ID 83702
Business Address
Commission Staff
Party
2t
Date
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EXHIBIT "A"
I have reviewed the foregoing Protective Agreement dated this 5 1h day of December 2012 in Case
No. FRE-T-12-01 and agree to be bound by the terms and conditions of such
Idaho Public Utilities Commission
Employer or Firm
472 W. Washington Street, Boise, ID 83702
Business Address
Commission Staff
Party
Date
.
EXHIBIT "A"
I have reviewed the foregoing Protective Agreement dated this 5th day of December 2012 in Case
No. FRE-T- 12-01 and agree to be bound by the terms and conditions of such Agreement.
' Y—U ,,~
Beverly B1jr
Idaho Public Utilities Commission
Employer or Firm
472 W. Washington Street, Boise, ID 83702
Business Address
Commission Staff
Party
(7-i/I2--
Date
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EXHIBIT "A"
I have reviewed the foregoing Protective Agreement dated this 5th day of December 2012 in Case
No. FRE-T- 12-01 and agree to be bound by the terms and conditions of such Agreement.
LT U CUMIOC)e
Terri Carlock
Idaho Public Utilities Commission
Employer or Firm
472 W. Washington Street, Boise, ID 83702
Business Address
Commission Staff
Party
I/5/o!2
Date