18.
16.1 The parties desire to resolve disputes arising out of this Agreement without litigation.
Accordingly, except for an action seeking a temporary restraining order or injunction related to the
purposes of this Agreement or an action to compel compliance with this dispute resolution
process, the parties agree to use the following alternative dispute resolution procedure as their sole
remedy with respect to any controversy or claim arising out of or relating to this Agreement or its
breach.
16.2 At the written request of a party, each party will appoint a knowledgeable, responsible
representative to meet and negotiate in good faith to resolve any dispute arising under this
Agreement. The parties intend that these negotiations be conducted by non-lawyer, business
representatives. The location, format, frequency, duration and conclusion of these discussions shall
be left to the discretion of the representatives. Upon agreement, the representatives may utilize
other alternative dispute resolution procedures such as mediation to assist in the negotiations.
Discussions and correspondence among the representatives for purposes of these negotiations shall
be treated as confidential information developed for purposes of settlement, exempt from discovery
and production and shall not be admissible in any lawsuit, proceeding or action without the
concurrence of all parties. Documents identified in or provided with such communications that are
not prepared for purposes of the negotiations are not so exempted and may, if otherwise admissible,
be admitted in evidence in the lawsuit, proceeding or action.
16.3 If the negotiations do not resolve the dispute within sixty (60) calendar days of the initial written
request, each Party retains and reserves all its rights under law.
Confidential Information. Except as required by law or regulation, each party promises that during the
Service Period stated in each Schedule, as applicable, and for three (3) years after, it will use the other
party’s Confidential Information only for purposes of this Agreement, not disclose it to third parties
except as provided below, and protect it from disclosure using the same degree of care it uses for its own
Confidential Information (but no less than a reasonable degree of care). “Confidential Information”
means information (in whatever form) designated as confidential by the disclosing party by conspicuous
markings (if tangible Confidential Information) or by announcement at the time of initial disclosure (if
oral Confidential Information) or if not so marked or announced should reasonably have been
understood as confidential to the disclosing party (or one of its affiliates or subcontractors), either
because of legends or other markings, the circumstances of disclosure or the nature of the information
itself and that (i) relates to this Agreement or changes to this Agreement; (ii) relates to the disclosing
party’s customers, products, services, developments, trade secrets, know-how or personnel; and (iti) is
received by the receiving party from the disclosing party during the Service Period. Confidential
Information does not include information that: (a) is in the possession of the receiving party free of any
obligation of confidentiality at the time of its disclosure; (b) is or becomes publicly known other than by
a breach of this provision; (c) is received without restriction from a non-party free to disclose it; or (d) is
developed independently by the receiving party without reference to the Confidential Information. In
addition, information, whether or not Confidential Information may be disclosed by a receiving party as
may be required by applicable Laws or lawful process.
Law Enforcement.
18.1 Each party may cooperate with law enforcement authorities and national security authorities to the
full extent required or permitted by applicable Laws in matters related to the Service provided by
it under this Agreement, including the production of records, the establishment of new lines or the
installation of new services on an existing line in order to support law enforcement and/or national
security operations, the installation of wiretaps, trap-and-trace facilities and equipment, and dialed
number recording facilities and equipment.
18.2 A party does not have the obligation to inform the other party or the customers of the other party
of actions taken in cooperating with law enforcement or national security authorities, except to the
extent required by applicable law.
