Arrow Networks Legal

This agreement (hereinafter, the “Agreement”), describes the contractual agreement between us, Arrow Networks (“Arrow” or “Company”) and you, the customer (hereinafter, “Receiving Party”). Arrow and Receiving Party may be referred to herein individually as a “Party” or collectively as the “Parties.”

WHEREAS, the Parties herein desire to enter into discussions concerning a potential business relationship (“Proposed Relationship”).

WHEREAS, due to the nature of the Parties and the Proposed Relationship, it is necessary and desirable for the Parties hereto to disclose certain confidential and proprietary information as hereinafter described (“Confidential Information”); and

NOW THEREFORE, the Parties hereto are entering into this mutual Non-Disclosure Agreement (“Agreement”) for the purpose of establishing the terms governing the disclosure of such Confidential Information that one Party (“Disclosing Party”) may disclose to the other Party (“Receiving Party”) in connection with the Proposed Relationship. As used in this Agreement, the term “Receiving Party” includes any of the Receiving Party’s employees or agents.

1. Grant and Scope of Agency Authority

‍This LOA, authorizes Arrow Networks, LLC d/b/a/ Arrow to act on Client’s behalf as Client’s agent or agents for purposes of negotiating, representing, providing pricing, proposals, and contracts, and managing Client’s telecommunications and related service(s), including voice, connectivity, data center, and/or cloud services within the Scope of Work (“Scope of Work”) as agreed to by the Parties, which is outlined in Addenda A & B of this document. This authorization includes the ability to obtain customer proprietary network information (“CPNI”) and permits Arrow to view, copy, request copies of, and/or have access to any billing records of Client, any customer file, personal data, or other information of Client. This authorization includes, without limitation, the removal, addition of, or rearrangement of any and all telecommunication service(s), as well as any equipment interconnected to Client’s telecommunications service(s) and also authorizes Arrow to act as Client’s agent to change Client’s primary carrier(s) from Client’s current service provider(s) for each of Client’s telecommunications services, to cancel services, amend or request changes to Client’s existing or future contracts, place orders, as well as act on Client’s behalf for provisioning, installation, and activation of services, the administration of billing, and the identification, reporting, and resolution of trouble tickets. However, it is expressly understood that any deviations from the Scope of Work agreed to between the Parties shall require final approval of Client.

2. Standard of Care

Arrow represents and warrants that, in performing the services:

1. The services will be performed in a professional and workmanlike manner by personnel fully qualified to perform the services, and if required by state law or local ordinance, are validly licensed and/or has obtained all requisite permits to perform such services for Client
2. Arrow’s work product shall be uniform in appearance, clean and presentable in accordance with generally applicable standards in the industry
3. Arrow will strictly comply with Client requirements (including timing of performance, accuracy, completeness, characteristics, specifications, configurations, standards and functions) as requested by Client which appear in the Circuit Order Request, this LOA, the Scope of Work, and Support Addendum
4. Time is of the essence. Arrow and its employees will perform the services in a timely manner in accordance with the installation and disconnect requests of Client and consistent with the standard of care required in this LOA
5. The services will not be in violation of any existing applicable state or federal law, rule or regulation, and Arrow will have obtained all permits required to comply with such laws and regulations
6. The services will not violate or in any way infringe upon the rights of third parties, including property, contractual, employment, trade secrets, proprietary information, and nondisclosure rights, or any trademark, copyright, or patent rights
7. Arrow will screen all employees supplied to Client to ensure that each employee is fully qualified to perform the services, and, if required by state law or local ordinance, is validly licensed and/or has obtained all requisite permits to perform such services for Client

3. Confidentiality

Both parties hereby acknowledge that all non-public information provided by or relating to the other party is “Confidential Information”. Pursuant to this LOA, Confidential Information also includes trade secrets, financial, customer and proprietary information of the other party. Neither party shall sell, transfer, disclose, display or otherwise make available any of the other party’s Confidential Information or copies or portions thereof to any other entity or third party (other than employees and contractors on a need-to-know basis who are bound in writing by confidentiality obligations, which are no less protective than those contained herein and survive any termination or expiration of the employee’s employment or contractor’s agreement with the receiving party), or otherwise use the other party’s Confidential Information, except as expressly permitted under, and in compliance with, this LOA.
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Both parties agree to secure and protect the other party’s Confidential Information to maintain the proprietary and confidentiality rights of the disclosing party therein, including appropriate instructions to and agreements with its employees and contractors.  Without limiting the foregoing, each of the parties shall use at least the same procedures and degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this Agreement, but in no event less than reasonable care.
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These provisions do not apply to information:

1. generally available to, or known by, the public prior to the time of disclosure by the disclosing party
2. that becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party
3. which can be documented as previously known by the receiving party prior to disclosure thereof by the disclosing party
4. disclosed to the receiving party by a third party having no confidentiality obligations with respect to such information
5. required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure
6. to the extent that the receiving party has obtained written consent of the disclosing party, but only to the extent expressly authorized in such written consent

4. Injunctive Relief

The parties agree and acknowledge that money damages may not be an adequate remedy for any breach of confidentiality and that either party may, in its sole discretion, petition to any court of law or equity of competent jurisdiction for injunctive relief in order to prevent any such breach, including the non-breaching party’s attorneys’ fees incurred in filing such suit for injunctive relief.

5. Liability/Indemnification

‍It is expressly understood by the Parties that any document executed by Arrow, as Client’s agent, with any third-party vendor or service provider shall be executed on behalf of Client. Client acknowledges and agrees that, as a result of such access, Arrow shall have access to Client’s account(s), including any applicable administrative portal(s), and shall have all rights and privileges afforded any other authorized user, including the ability to make modifications or updates to services which may result in Client incurring additional fees, costs, and invoices subject to payment. Arrow shall not make any modifications or updates to services without Client’s prior, written authorization. Any additional fees incurred for modifications or updates made without Client’s prior, written authorization, will be the responsibility of Arrow. Client shall be solely responsible for payment of any additional fees or costs incurred as a result of Client’s authorized modification or changes to Client’s account(s).

Arrow agrees to indemnify, defend and hold Client harmless for any claim or cause of action, including any monetary damages, expert witness fees, attorneys’ fees, fines, and penalties that may be brought against Client arising out of Arrow’s breach of this LOA, or acts, errors or omissions in the performance of services under this LOA, Client agrees to indemnify Arrow from any claim or cause of action, including any monetary damages, expert witness fees, attorneys’ fees, fines, and penalties that may be brought against Arrow as a result of any breach of this Agreement by Client, or any misrepresentation by Client.

This authorization may be rescinded at any time in writing by either of the undersigned Parties, and the authorizations, privileges, and authorities contained herein shall continue in full force and effect until such time that this authorization is rescinded as provided herein. The Parties acknowledge that this LOA is only a letter of agency and authority and does not supersede or invalidate any signed agreement between the Parties. Either Party shall be permitted to terminate and/or rescind the agency authority granted from Client to Arrow at any time by providing written notice to the other Party of their intent to terminate.

Arrow agrees to provide 60 days’ written notice to Client to terminate this LOA and will work with Client in good faith to transfer all account information and portal access to an alternative provider prior to such termination.