Legal CPNI Document

LEGAL CPNI DOCUMENT

This Customer Proprietary Network Information Agreement (the Agreement) is entered into as of by and between Provider Name: , a telecommunications service provider, and Customer Name: . Provider and Customer are each a Party and together the Parties.

RECITALS

WHEREAS, Provider furnishes telecommunications services to Customer and, in the course of providing those services, obtains access to Customer Proprietary Network Information ("CPNI"), which includes information regarding the type, destination, and amount of Customer's communications services and related billing and usage information; and

WHEREAS, the Parties desire to establish the terms and conditions under which Provider may access, use, retain, disclose, or otherwise process CPNI in connection with the provision of services, lawful communications, billing, fraud prevention, and legitimate business purposes as set forth in this Agreement; and

WHEREAS, Customer acknowledges that certain uses of CPNI require express authorization and that Provider will implement reasonable safeguards to protect CPNI from unauthorized access and disclosure.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "CPNI" means proprietary information that relates to the quantity, technical configuration, type, destination, location, and amount of use of telecommunications services subscribed to by Customer, and information contained in Customer's bills concerning the type and amount of telecommunications services purchased by Customer.

1.2 "Authorized Purpose" means the use of CPNI by Provider to provide, manage, bill, and collect for telecommunications services; to protect against fraud or unlawful use; to perform network and service operations; and to comply with lawful requests by governmental authorities.

2. SCOPE OF AUTHORIZATION

2.1 Customer hereby authorizes Provider to access and use Customer's CPNI solely for Authorized Purposes. Provider will not use or disclose CPNI for any purpose not expressly authorized by this Agreement without Customer's prior written consent, except as required by law.

2.2 Customer may revoke or limit this authorization at any time by delivering written notice to Provider in accordance with Section 11 (Notices). Any such revocation will become effective upon Provider's receipt of the notice, except to the extent Provider has relied in good faith on the prior authorization.

3. USE AND DISCLOSURE OF CPNI

3.1 Provider will use reasonable administrative, technical, and physical safeguards to protect CPNI from unauthorized access, disclosure, alteration, or destruction. Such safeguards will be appropriate to the sensitivity of the CPNI and shall include access controls, encryption where appropriate, and employee training as required by Section 6.

3.2 Provider may disclose CPNI to its affiliates, contractors, agents, or service providers only to the extent necessary to carry out Authorized Purposes and only if such recipients are bound by confidentiality obligations no less protective than those contained in this Agreement.

4. CUSTOMER CONSENT FOR MARKETING

Customer elects the following with respect to Provider's use of CPNI for marketing of communications-related products or services not currently provided to Customer:

Customer provides express written consent to Provider for use of CPNI for marketing.

Customer declines use of CPNI for marketing; Provider shall not use CPNI for marketing in reliance on this Agreement.

5. RECORDKEEPING AND AUDIT

5.1 Provider will maintain records of CPNI disclosures and uses, including the date, recipient, and purpose of each disclosure, for a period of at least two (2) years from the date of disclosure or use.

5.2 Upon reasonable notice, Customer may request an accounting of CPNI disclosures made by Provider relating to Customer during the preceding two (2) years. Provider will provide such accounting within a reasonable timeframe and subject to reasonable verification of Customer's identity.

6. EMPLOYEE TRAINING AND ACCESS

Provider will limit access to CPNI to employees and contractors with a legitimate business need and will train such personnel regarding the confidentiality requirements for handling CPNI. Provider will take disciplinary measures, up to and including termination, for employees who violate CPNI protection policies.

7. SECURITY BREACH; NOTICE

7.1 In the event of an unauthorized access, breach, or disclosure of Customer's CPNI, Provider will promptly investigate and take appropriate corrective measures to mitigate the effects of the breach.

7.2 Provider will notify Customer of any breach of CPNI reasonably believed to affect Customer's information within a commercially reasonable time following discovery, and will cooperate with Customer regarding remediation and any required communications.

8. TERM AND TERMINATION

8.1 This Agreement commences on the Effective Date set forth above and shall remain in effect until terminated by either Party upon thirty (30) days' written notice to the other Party. Termination shall not relieve Provider of obligations with respect to CPNI recorded or disclosed prior to termination.

9. REMEDIES AND INDEMNIFICATION

9.1 Each Party acknowledges that a breach of the terms governing CPNI may cause irreparable harm to the other Party for which monetary damages may be inadequate. In addition to any other remedies available at law or in equity, the non-breaching Party is entitled to seek injunctive or other equitable relief.

9.2 Provider shall indemnify and hold harmless Customer from and against any claims, liabilities, losses, or damages arising from Provider's unauthorized use or disclosure of CPNI, except to the extent such claim is caused by Customer's willful misconduct or negligence.

10. NOTICES

Provider Notices Address

Customer Notices Address

Notices under this Agreement shall be in writing and shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or upon receipt when sent by certified mail to the addresses provided above or to such other address as a Party designates by written notice.

11. COMPLIANCE WITH LAW

Each Party agrees to comply with applicable laws and regulations governing the protection and use of CPNI. Nothing in this Agreement shall be construed to require a Party to violate applicable law.

12. MISCELLANEOUS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where Provider maintains its principal place of business, without regard to conflict of laws principles.

12.2 Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to CPNI and supersedes all prior oral or written agreements relating to such subject matter.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and will be construed so as to give effect to the Parties' intent as nearly as may be possible.

12.4 Amendments and Waiver. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties. No failure or delay in exercising any right shall operate as a waiver.

12.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one instrument.

13. ADDITIONAL AUTHORIZATIONS

13.1 Authorized Representatives. The undersigned individual signing for Customer certifies that they are authorized to grant the consents and authorizations contained herein on behalf of Customer. If signing on behalf of Provider, the signer represents and warrants authority to bind Provider.

13.2 Specific Limitations. Customer may specify any specific limitations to the use or disclosure of CPNI in the space below. If no limitation is specified, Provider will rely on the general authorizations in this Agreement.

CERTIFICATION

The undersigned representatives of Provider and Customer each certify under penalty of perjury that the information provided in this Agreement is true and correct to the best of their knowledge, that they are authorized to execute this Agreement on behalf of the Party for which they sign, and that they understand the obligations and limitations imposed herein concerning the handling of CPNI.

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