![]() For the purposes of this definition, "information" and "material" includes know-how, data, patents, copyrights, trade secrets, processes, techniques, programmes, designs, formulae, marketing, advertising, financial, commercial, sales or programming materials, written materials, compositions, drawings, diagrams, computer programs, studies, work in progress, visual demonstrations, ideas, concepts, and other data, in oral, written, graphic, electronic, or any other form or medium whatsoever. " Confidential Information" of a Party means any and all material and information of a Party (the " Discloser") or its Affiliates which has or will come into the possession or knowledge of another Party (the " Recipient") in connection with or as a result of entering into this MOU (including the terms of this MOU), and information concerning the Discloser's or its Affiliates' past, present and future customers, vendors, and business. " Bilateral Emergency Roaming Agreement" has the meaning ascribed thereto in Section 4 of Schedule A – Emergency Roaming Protocol. " Applicable Law" means all applicable laws and regulations of any governmental authority having the force of law in Canada. For this definition, "control" means the: (i) direct or beneficial ownership of fifty percent (50%) or more of the entity's voting securities or (ii) ability to elect a majority of the entity's directors. " Affiliate" means any entity controlling, controlled by or under common control of a Party, as the context requires. " Accident" means an event that happens by chance or that is without apparent or deliberate cause and can happen during planned maintenance or normal operations. In this MOU, the following terms, in singular or plural form according to the context, are defined as follows, and capitalized terms used but not otherwise defined have the meanings given in the Schedules: Whereas the Parties, through their participation within CSTAC, have agreed to put in place similar procedures to FCC-22-50A1 regarding (i) emergency roaming, (ii) mutual assistance, and (iii) communications to the public and governmental authorities, during a telecommunications emergency or other similarly impactful disaster. Whereas the Federal Communications Commission of the United States of America issued a Notice of Proposed Rulemaking, released July 6, 2022 (FCC-22-50A1), in response to a recognition that mobile services are a significant lifeline for those in need during disasters and other emergencies, requiring facilities-based wireless service providers to establish procedures for (amongst other things) (a) providing reasonable roaming under disaster arrangements when technically feasible, (b) establishing mutual aid arrangements during emergencies, and (c) taking reasonable measures to improve public awareness and stakeholder communications on service and restoration status and Whereas the Government of Canada, and specifically the Minister of Innovation, Science and Industry, has recognized the importance of telecommunications quality and resiliency, and has directed the Parties to reach agreements for coordination, roaming, mutual assistance and communications during a telecommunications emergency, including wireless- and/or wireline-based emergencies Whereas the Parties recognize a need to ensure the reliability and resiliency of communications networks that are a significant lifeline for those in need during natural disasters, network failures and other impactful emergencies Now therefore the parties agree as follows: I. This Memorandum of Understanding, effective as of the Effective Date, is made by and among the parties listed in Schedule D (each a " Party", and collectively the " Parties").
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