GTEAgmt.docx

STATE OF IDAHO
IDAHO PUBLIC UTILITIES COMMISSION
In the Matter of the Investigation )
To Determine an Appropriate Cost)CASE NO. GNR-T-97-22
Model Using Forward-Looking)
Economic Costs for Calculating the )
Costs of Basic Telecommunication)
Service in Idaho.)
__________________________________________)
In the Matter of the Investigation)
To Establish the Idaho Non-Rural)CASE NO. GNR-T-00-2
Universal Service Fund as Required)
By Idaho Code § 62-610A-F.)
__________________________________________)
AGREEMENT REGARDING DISCLOSURE AND
USE OF THIRD-PARTY CONFIDENTIAL INFORMATION
1.Certain data, information, and documentation requested or filed under seal in the above-referenced consolidated proceeding, relating to switching costs submitted by GTE Northwest Incorporated (hereinafter "GTE"), constitute or consist of data that Telcordia Technologies Inc. ("Telcordia"), Nortel Networks Inc. ("Nortel"), Lucent Technologies ("Lucent"), and AG Communication Systems ("AGCS") contend are highly confidential. This information and documentation ("Third-Party Confidential Information") is of such a highly sensitive nature that improper disclosure would expose Nortel, Telcordia, Lucent, and AGCS to an unreasonable risk of harm from their competitors. As between the parties hereto, the provisions of this Agreement supplement the confidentiality requirements set forth in the Protective Agreement, a copy of which is attached hereto as Appendix A, and governs the disclosure of Third-Party Confidential Information in this proceeding.
2.Each reviewing party to this Agreement may identify no more than eight (8) individuals associated with the party who will be allowed access to the Third-Party Confidential Information pursuant to the Protective Agreement in these proceedings. The parties may consent to increasing the number of individuals associated with the reviewing party who may be allowed access to the Third-Party Confidential Information. The reviewing party agrees it will only request an increase in the number of designated individuals as necessary to participate in these proceedings. Consent by the parties to this Agreement shall not be unreasonably withheld.
3.The individuals who may have access to Third-Party Confidential Information shall be limited to the reviewing party's counsel of record, regulatory personnel acting at the direction of counsel, and outside consultants employed by the reviewing party. No individual who is employed in the marketing and/or procurement offices of the reviewing party may have access to Third-Party Confidential Information. No individual may have access to Third-Party Confidential Information who is an officer, director, employee, major shareholder (holding 5% or more of total issued stock), principal, or consultant of a competitor of (a) Telcordia in the development and sale of telecommunications cost models, or (b) Nortel, Lucent, or AGCS in the business of telecommunications switch manufacturing or development.
4.Third-Party Confidential Information may also be disclosed to the Idaho Public Utilities Commission or staff of other governmental agencies entitled by law to participate in these proceedings described above under obligations with respect to any reviewing party that are no less restrictive than those contained in this Agreement, whether such restrictions shall be established by statute, regulation, or by agreement.
5.The required designation shall be provided to representatives of Nortel, Telcordia, Lucent, and AGCS at the following addresses:
Nortel:Attn: Frank Froncek, Esq.
Nortel Networks Inc.
4001 East Chapel Hill-Nelson Hwy.
Research Triangle Park, NC 27709
Mail Stop: 570305
FAX [phone]
Telcordia:Attn: Wilfred McKoy
Telcordia Technologies, Inc.
3 Corporate Place
Piscataway, NJ 08855-1379
FAX [phone] or 3645
Lucent:Attn: Art Saiewitz, Esq.
Lucent Technologies
5 Penn Plaza - 10th Floor
New York, NY 10001
FAX [phone]
AGCS:Attn: James McMahon, Esq.
AG Communications Systems
2500 West Utopia Road
P.O. Box 52179
Phoenix, Arizona 85072-2179
FAX [phone]
6.Prior to receipt of any Third-Party Confidential Information, each designated individual shall agree in writing to comply with and be bound by this Agreement in the form of Appendix B, a copy of which is attached hereto. Additionally, counsel for the reviewing party shall provide Nortel, Telcordia, Lucent, and AGCS with all executed copies of the Protective Agreement in these proceedings.
7.No more than three (3) copies of Third-Party Confidential Information shall be made.
8.Except as otherwise ordered by the Commission or any court properly exercising jurisdiction, Third-Party Confidential Information shall be made available to authorized individuals solely for the purposes of these proceedings and not for any other purpose. Authorized individuals are expressly prohibited from disclosing the content of any Third-Party Confidential Information to a competitor or to the employees of a competitor of Telcordia, Nortel, Lucent, or AGCS, or any other party not expressly authorized by the terms of this Agreement to review such information.
9.The parties may object to the review of Third-Party Confidential Information by any designated individual or to controvert either the designation of Third-Party Confidential Information or the claimed trade secret nature or confidentiality of such information as provided for in the Protective Agreement. Any dispute with respect to said designations or claims shall be resolved by the Commission or any court properly exercising jurisdiction over such dispute.
10.Upon completion of these proceedings and any appeals thereof, Third-Party Confidential Information (including all notes or other documents that make substantive reference to the Third-Party Confidential Information) received or created by a party shall be returned to the producing party or destroyed in accordance withParagraph 6 of the Protective Agreement.
11.The parties agree that if Telcordia, Nortel, Lucent, and/or AGCS seeks injunctive relief because of a material breach of this Agreement resulting in the unauthorized disclosure of Third-Party Confidential Information, Nortel, Lucent, and/or AGCS are expressly relieved of their burden to prove the lack of an adequate remedy in money or damages.
EXECUTED by the following duly authorized representatives or agents of the parties:
GTE NORTHWEST INCORPORATED
By:__________________________
Title:_________________________
Date:_________________________
IIDAHO PUBLIC UTILITIES COMMISSION STAFF
By: __________________________
Title:_________________________
Date:_________________________
NORTEL NETWORKS INC.
By: __________________________
Title:_________________________
Date:_________________________
TELCORDIA TECHNOLOGIES, INC.
By: __________________________
Title:_________________________
Date:_________________________
LUCENT TECHNOLOGIES, INC.
By: __________________________
Title:_________________________
Date:_________________________
AG COMMUNICATION SYSTEMS
By: __________________________
Title:_________________________
Date:_________________________
APPENDIX B
CERTIFICATION
I certify my understanding that I have been given a copy of an Agreement Regarding Disclosure and Use of Third-Party Confidential Information, and have read said Agreement, and agree to comply with and be bound by this Agreement. I further certify that I am not an officer, director, employee, major shareholder, (holding 5% or more of total issued stock), principal, or consultant of a direct competitor of Nortel, Telcordia, Lucent, or AGCS in the business of telecommunications switch manufacturing or development.
SIGNATURE:_______________________________________
EMPLOYER:_______________________________________
REPRESENTING:IDAHO PUBLIC UTILITIES COMMISSION STAFF
DATE:________________________________________