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<br />-(wYFRGS NONDISCLOSURE AND PROTECTIVE AGREEMENT
<br />THIS NONDISCLOSURE AND PROTECTIVE AGREEMENT ("Agreement"),
<br />effective when executed by the parties, is made by and among Pacific Bell Telephone Co.
<br />("ATBtT"), with an address for purposes of this Agreement of 1 O1 O N. St. Mary's, Rm 9-
<br />023, San Antonio, TX 78215, the City of Santa Ana, California, with an address for the
<br />purpose of this Agreement of 20 Civic Center Plaza, Santa Ana, CA 92701, and
<br />Communications Support Group, Inc, with an address for the purposes of this Agreement
<br />of 1255 Somerset Ln, Newport Beach, CA 92660], and its subcontractor White Nelson
<br />Diehl Evans LLP, with an address of 5 Corporate Park Suite 100, Irvine, CA 92605-
<br />5165, (collectively, "Recipients") to protect the confidential or proprietary nature of
<br />information to be disclosed by ATBrT to Recipients, or either of them, pursuant to the
<br />audit of AT8?T, under the same parameters and subject to the same penalties with respect
<br />to disclosure of information deemed "confidential" as set forth in California Public
<br />Utilities Code Section 583 and other applicable provisions of California law.
<br />ACCORDINGLY, the parties hereto and their counsel agree that the following
<br />terms and conditions shall govern the use of Confidential Information provided to
<br />Recipients, or either of them, in accordance with any Request:
<br />"Confidential Information" as used herein means any and all information
<br />provided by ATB?T to Recipients pursuant to the audit of ATBzT, including any
<br />information that is in written, oral or other tangible or intangible form. Such
<br />information may include but is not limited to, ideas, concepts, know-how, models,
<br />diagrams, flowcharts, data, computer programs, marketing plans, business plans,
<br />customer names, customer account numbers, customer billing information,
<br />customer demographic information and other technical, financial, customer or
<br />business information, which is designated as "confidential" or "proprietary" by
<br />ATBcT in the belief that it contains a trade secret or other confidential research,
<br />development, customer, commercial or financial information. Documents
<br />containing Confidential Information and all copies thereof shall remain the
<br />property of AT8?T, and all copies thereof shall be returned to counsel for ATBzT
<br />at AT&cT's expense and/or destroyed as set forth herein below.
<br />2. This Agreement governs all Confidential Information whether produced, revealed
<br />or disclosed to Recipients by AT&cT.
<br />3. Recipients, and each of them, acknowledge, covenant and agree:
<br />a. All Confidential Information shall be and shall remain the exclusive
<br />property of the source;
<br />b. Confidential Information shall not be revealed or disclosed by Recipients
<br />without the prior consent of ATBcT and except as provided for in this
<br />Agreement;
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