Business CPNI Document

BUSINESS CPNI DOCUMENT

Provider Name:     Business Name:

Effective Date:

RECITALS

WHEREAS, Provider is a telecommunications or network services provider that obtains, maintains, or processes Customer Proprietary Network Information (CPNI) in the course of providing telecommunications, data, or related services to customers; and

WHEREAS, Business is a subscriber or account holder that requires that certain CPNI associated with its accounts be accessed, used, or disclosed by Provider pursuant to the terms and conditions set forth in this Document; and

WHEREAS, the parties desire to set forth procedures, security controls, permitted uses, certifications, and remedies related to the collection, retention, protection, access, use, and disclosure of Business CPNI.

SCOPE OF WORK

Permitted uses: Provider may use Business CPNI only to perform the services described above, to bill and collect for services, to provision services ordered by Business, and to notify Business of outages or other service-related issues. Any use beyond these purposes requires express written authorization from Business as set forth in this Document.

PAYMENT TERMS

All amounts are payable in U.S. dollars unless otherwise agreed in writing. Charges not received within the time prescribed shall accrue late fees as set forth above. Payments shall not be withheld on account of any dispute except to the extent of the disputed amount and only where a good-faith dispute has been timely asserted in writing.

TERM AND TERMINATION

Term Start Date:

Term End Date:

Either party may terminate this Document for the other party's material breach if the breach is not cured within the notice period above following written notice specifying the breach. Termination shall not relieve Business of obligations to pay for services performed and CPNI services provided through the effective date of termination.

CONFIDENTIALITY AND CPNI PROTECTIONS

Definitions: For purposes of this Document, "CPNI" means individually identifiable customer information that is made available to Provider by virtue of the provision of, or the payment for, telecommunications, data, or related services and includes information about the quantity, technical configuration, type, destination, and amount of use of such services, and associated billing information.

Provider obligations: Provider shall implement and maintain administrative, physical, and technical safeguards reasonably designed to protect the confidentiality, integrity, and availability of Business CPNI. Provider shall access, use, or disclose CPNI only as permitted in this Document or as required by applicable law. Provider shall restrict employee access to CPNI on a need-to-know basis and require authentication of authorized Business representatives prior to disclosure.

Business obligations: Business represents and warrants that it has authority to consent to the access and use of the account-level CPNI described herein for the purposes set forth. Business will provide Provider with a list of Authorized Representatives and acceptable authentication credentials. Business will promptly notify Provider in writing if any Authorized Representative's authority is revoked.

Notification of Breach: Provider shall notify Business without unreasonable delay upon discovery of any unauthorized access, use, or disclosure of CPNI affecting Business, and shall take commercially reasonable steps to mitigate the effects of such breach.

AUTHORIZATION AND CONSENT

By signing below, Business authorizes Provider to access and use Business CPNI for the purposes described in this Document, subject to the confidentiality protections herein. Business expressly certifies that the individual signing on its behalf is duly authorized to provide this consent.

GOVERNING LAW

This Document shall be governed by and construed in accordance with the laws of the state identified by Business below, without regard to conflict of laws principles. Any dispute arising out of or relating to this Document shall be brought exclusively in the state or federal courts located in that jurisdiction.

ENTIRE AGREEMENT

This Document constitutes the entire agreement and understanding between Provider and Business with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Severability: If any provision of this Document is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed to be a waiver of any subsequent breach.

Remedies: Each party acknowledges that monetary damages may be inadequate to remedy a breach of the confidentiality obligations hereunder and that injunctive or equitable relief may be sought in addition to other remedies.

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