Common use of BA OSS Information Clause in Contracts

BA OSS Information. 1.6.1 Subject to the provisions of this Schedule 12.3 and Applicable Law, BA grants to NorthPoint a non-exclusive license to use BA OSS Information. 1.6.2 All BA OSS Information shall at all times remain the property of BA. Except as expressly stated in this Schedule 12.3, NorthPoint shall acquire no rights in or to any BA OSS Information. 1.6.3.1 The provisions of this Section 1.6.3 shall apply to all BA OSS Information, except (a) NorthPoint Usage Information, (b) CPNI of NorthPoint, and (c) CPNI of a BA Customer or a NorthPoint Customer, to the extent the Customer has authorized NorthPoint to use the Customer Information. 1.6.3.2 BA OSS Information may be accessed and used by NorthPoint only to provide Telecommunications Services to NorthPoint Customers. 1.6.3.3 NorthPoint shall treat BA OSS Information that is designated by BA, through written or electronic notice (including, but not limited to, through the BA OSS Services), as “Confidential” or “Proprietary” as Confidential Information of BA pursuant to subsection 28.4 of the Agreement. 1.6.3.4 Except as expressly stated in this Schedule 12.3, this Agreement does not grant to NorthPoint any right or license to grant sublicenses to other persons, or permission to other persons (except NorthPoint’s employees, agents or contractors, in accordance with Section 1.6.3.5 below, to access, use or disclose BA OSS Information. 1.6.3.5 NorthPoint’s employees, agents and contractors may access, use and disclose BA OSS Information only to the extent necessary for NorthPoint’s access to, and use and disclosure of, BA OSS Information permitted by this Schedule 12.3. Any access to, or use or disclosure of, BA OSS Information by NorthPoint’s employees, agents or contractors, shall be subject to the provisions of this Agreement, including, but not limited to, subsection 28.4 of the Agreement and Section 1.6.3.3 above. 1.6.3.6 NorthPoint’s license to use BA OSS Information shall expire upon the earliest of: (a) the time when the BA OSS Information is no longer needed by NorthPoint to provide Telecommunications Services to NorthPoint Customers; (b) termination of the license in accordance with this Schedule 12.3; or (c) expiration or termination of the Agreement. 1.6.3.7 All BA OSS Information received by NorthPoint shall be destroyed or returned by NorthPoint to BA, upon expiration, suspension or termination of the license to use such BA OSS Information.

BA OSS Information. 1.6.1 Subject to the provisions of this Schedule 12.3 and Applicable Law, BA grants to NorthPoint USWest a non-exclusive license to use BA OSS Information. 1.6.2 All BA OSS Information shall at all times remain the property of BA. Except as expressly stated in this Schedule 12.3, NorthPoint USWest shall acquire no rights in or to any BA OSS Information. 1.6.3.1 The provisions of this Section 1.6.3 shall apply to all BA OSS Information, except except (a) NorthPoint USWest Usage Information, (b) CPNI of NorthPointUSWest, and (c) CPNI of a BA Customer ▇▇▇▇▇▇▇▇ or a NorthPoint USWest Customer, to the extent the Customer has authorized NorthPoint USWest to use the Customer Information. 1.6.3.2 BA OSS Information may be accessed and used by NorthPoint USWest only to provide Telecommunications Services to NorthPoint USWest Customers. 1.6.3.3 NorthPoint USWest shall treat BA OSS Information that is designated by BA, through written or electronic notice (including, but not limited to, through the BA OSS Services), as “Confidential” or “Proprietary” as Confidential Information of BA pursuant to subsection 28.4 29.4 of the Agreement. 1.6.3.4 Except as expressly stated in this Schedule 12.3, this Agreement does not grant to NorthPoint USWest any right or license to grant sublicenses to other persons, or permission to other persons (except NorthPointUSWest’s employees, agents or contractors, in accordance with Section 1.6.3.5 below, to access, use or disclose BA OSS Information. 1.6.3.5 NorthPointUSWest’s employees, agents and contractors may access, use and disclose BA OSS Information only to the extent necessary for NorthPointUSWest’s access to, and use and disclosure of, BA OSS Information permitted by this Schedule 12.3. Any access to, or use or disclosure of, BA OSS Information by NorthPointUSWest’s employees, agents or contractors, shall be subject to the provisions of this Agreement, including, but not limited to, subsection 28.4 29.4 of the Agreement and Section 1.6.3.3 above. 1.6.3.6 NorthPointUSWest’s license to use BA OSS Information shall expire upon the earliest of: (a) the time when the BA OSS Information is no longer needed by NorthPoint USWest to provide Telecommunications Services to NorthPoint USWest Customers; (b) termination of the license in accordance with this Schedule 12.3; or (c) expiration or termination of the Agreement. 1.6.3.7 All BA OSS Information received by NorthPoint USWest shall be destroyed or returned by NorthPoint USWest to BA, upon expiration, suspension or termination of the license to use such BA OSS Information.

BA OSS Information. 1.6.1 Subject to the provisions of this Schedule 12.3 and Applicable Law, BA grants to NorthPoint Compass a non-exclusive license to use BA OSS Information. 1.6.2 All BA OSS Information shall at all times remain the property of BA. Except as expressly stated in this Schedule 12.3, NorthPoint Compass shall acquire no rights in or to any BA OSS Information. 1.6.3.1 The provisions of this Section 1.6.3 shall apply to all BA OSS Information, except (a) NorthPoint Compass Usage Information, (b) CPNI of NorthPointCompass, and (c) CPNI of a BA Customer or a NorthPoint Compass Customer, to the extent the Customer has authorized NorthPoint Compass to use the Customer Information. 1.6.3.2 BA OSS Information may be accessed and used by NorthPoint Compass only to provide Telecommunications Services to NorthPoint Compass Customers. 1.6.3.3 NorthPoint Compass shall treat BA OSS Information that is designated by BA, through written or electronic notice (including, but not limited to, through the BA OSS Services), as “Confidential” or “Proprietary” as Confidential Information of BA pursuant to subsection 28.4 29.4 of the Agreement. 1.6.3.4 Except as expressly stated in this Schedule 12.3, this Agreement does not grant to NorthPoint Compass any right or license to grant sublicenses to other persons, or permission to other persons (except NorthPointCompass’s employees, agents or contractors, in accordance with Section 1.6.3.5 below, to access, use or disclose BA OSS Information. 1.6.3.5 NorthPointCompass’s employees, agents and contractors may access, use and disclose BA OSS Information only to the extent necessary for NorthPointCompass’s access to, and use and disclosure of, BA OSS Information permitted by this Schedule 12.3. Any access to, or use or disclosure of, BA OSS Information by NorthPointCompass’s employees, agents or contractors, shall be subject to the provisions of this Agreement, including, but not limited to, subsection 28.4 29.4 of the Agreement and Section 1.6.3.3 above. 1.6.3.6 NorthPointCompass’s license to use BA OSS Information shall expire upon the earliest of: (a) the time when the BA OSS Information is no longer needed by NorthPoint Compass to provide Telecommunications Services to NorthPoint Compass Customers; (b) termination of the license in accordance with this Schedule 12.3; or (c) expiration or termination of the Agreement. 1.6.3.7 All BA OSS Information received by NorthPoint Compass shall be destroyed or returned by NorthPoint Compass to BA, upon expiration, suspension or termination of the license to use such BA OSS Information.

BA OSS Information. 1.6.1 Subject to the provisions of this Schedule 12.3 and Applicable Law, BA grants to NorthPoint Covad a non-non- exclusive license to use BA OSS Information. 1.6.2 All BA OSS Information shall at all times remain the property of BA. Except as expressly stated in this Schedule 12.3, NorthPoint Covad shall acquire no rights in or to any BA OSS Information. 1.6.3.1 The provisions of this Section 1.6.3 shall apply to all BA OSS Information, except except (a) NorthPoint Usage Covad ▇▇▇▇▇ Information, (b) CPNI of NorthPoint▇▇▇▇▇, and (c) CPNI of a BA Customer or a NorthPoint Covad Customer, to the extent the Customer has authorized NorthPoint ▇▇▇▇▇ to use the Customer Information. 1.6.3.2 BA OSS Information may be accessed and used by NorthPoint Covad only to provide Telecommunications Services to NorthPoint Covad Customers. 1.6.3.3 NorthPoint Covad shall treat BA OSS Information that is designated by BA, through written or electronic notice (including, but not limited to, through the BA OSS Services), as “Confidential” or “Proprietary” as Confidential Information of BA pursuant to subsection 28.4 29.4 of the Agreement. 1.6.3.4 Except as expressly stated in this Schedule 12.3, this Agreement does not grant to NorthPoint Covad any right or license to grant sublicenses to other persons, or permission to other persons (except NorthPointCovad’s employees, agents or contractors, in accordance with Section 1.6.3.5 below, to access, use or disclose BA OSS Information. 1.6.3.5 NorthPointCovad’s employees, agents and contractors may access, use and disclose BA OSS Information only to the extent necessary for NorthPointCovad’s access to, and use and disclosure of, BA OSS Information permitted by this Schedule 12.3. Any access to, or use or disclosure of, BA OSS Information by NorthPointCovad’s employees, agents or contractors, shall be subject to the provisions of this Agreement, including, but not limited to, subsection 28.4 29.4 of the Agreement and Section 1.6.3.3 above. 1.6.3.6 NorthPointCovad’s license to use BA OSS Information shall expire upon the earliest of: (a) the time when the BA OSS Information is no longer needed by NorthPoint Covad to provide Telecommunications Services to NorthPoint Covad Customers; (b) termination of the license in accordance with this Schedule 12.3; or (c) expiration or termination of the Agreement. 1.6.3.7 All BA OSS Information received by NorthPoint Covad shall be destroyed or returned by NorthPoint Covad to BA, upon expiration, suspension or termination of the license to use such BA OSS Information.

BA OSS Information. 1.6.1 Subject to the provisions of this Schedule 12.3 and Applicable Law, BA grants to NorthPoint MFN a non-exclusive license to use BA OSS Information. 1.6.2 All BA OSS Information shall at all times remain the property of BA. Except as expressly stated in this Schedule 12.3, NorthPoint MFN shall acquire no rights in or to any BA OSS Information. 1.6.3.1 The provisions of this Section 1.6.3 shall apply to all BA OSS Information, except except (a) NorthPoint MFN Usage Information, (b) CPNI of NorthPointMFN, and (c) CPNI of a BA Customer or a NorthPoint MFN Customer, to the extent the Customer has authorized NorthPoint MFN to use the Customer Information. 1.6.3.2 BA OSS Information may be accessed and used by NorthPoint MFN only to provide Telecommunications Services to NorthPoint MFN Customers. 1.6.3.3 NorthPoint MFN shall treat BA OSS Information that is designated by BA, through written or electronic notice (including, but not limited to, through the BA OSS Services), as “Confidential” or “Proprietary” as Confidential Information of BA pursuant to subsection 28.4 of the Agreement. 1.6.3.4 Except as expressly stated in this Schedule 12.3, this Agreement does not grant to NorthPoint MFN any right or license to grant sublicenses to other persons, or permission to other persons (except NorthPointMFN’s employees, agents or contractors, in accordance with Section 1.6.3.5 below, to access, use or disclose BA OSS Information. 1.6.3.5 NorthPointMFN’s employees, agents and contractors may access, use and disclose BA OSS Information only to the extent necessary for NorthPointMFN’s access to, and use and disclosure of, BA OSS Information permitted by this Schedule 12.3. Any access to, or use or disclosure of, BA OSS Information by NorthPointMFN’s employees, agents or contractors, shall be subject to the provisions of this Agreement, including, but not limited to, subsection 28.4 of the Agreement and Section 1.6.3.3 above. 1.6.3.6 NorthPointMFN’s license to use BA OSS Information shall expire upon the earliest of: (a) the time when the BA OSS Information is no longer needed by NorthPoint MFN to provide Telecommunications Services to NorthPoint MFN Customers; (b) termination of the license in accordance with this Schedule 12.3; or (c) expiration or termination of the Agreement. 1.6.3.7 All BA OSS Information received by NorthPoint MFN shall be destroyed or returned by NorthPoint MFN to BA, upon expiration, suspension or termination of the license to use such BA OSS Information.

BA OSS Information. 1.6.1 Subject to the provisions of this Schedule 12.3 and Applicable Law, BA grants to NorthPoint Compass a non-exclusive license to use BA OSS Information. 1.6.2 All BA OSS Information shall at all times remain the property of BA. Except as expressly stated in this Schedule 12.3, NorthPoint Compass shall acquire no rights in or to any BA OSS Information. 1.6.3.1 The provisions of this Section 1.6.3 shall apply to all BA OSS Information, except (a) NorthPoint Compass Usage Information, (b) CPNI of NorthPointCompass, and (c) CPNI of a BA Customer or a NorthPoint Compass Customer, to the extent the Customer has authorized NorthPoint Compass to use the Customer Information. 1.6.3.2 BA OSS Information may be accessed and used by NorthPoint Compass only to provide Telecommunications Services to NorthPoint Compass Customers. 1.6.3.3 NorthPoint Compass shall treat BA OSS Information that is designated by BA, through written or electronic notice (including, but not limited to, through the BA OSS Services), as “Confidential” or “Proprietary” as Confidential Information of BA pursuant to subsection 28.4 of the Agreement. 1.6.3.4 Except as expressly stated in this Schedule 12.3, this Agreement does not grant to NorthPoint Compass any right or license to grant sublicenses to other persons, or permission to other persons (except NorthPointCompass’s employees, agents or contractors, in accordance with Section 1.6.3.5 below, to access, use or disclose BA OSS Information. 1.6.3.5 NorthPointCompass’s employees, agents and contractors may access, use and disclose BA OSS Information only to the extent necessary for NorthPointCompass’s access to, and use and disclosure of, BA OSS Information permitted by this Schedule 12.3. Any access to, or use or disclosure of, BA OSS Information by NorthPointCompass’s employees, agents or contractors, shall be subject to the provisions of this Agreement, including, but not limited to, subsection 28.4 of the Agreement and Section 1.6.3.3 above. 1.6.3.6 NorthPointCompass’s license to use BA OSS Information shall expire upon the earliest of: (a) the time when the BA OSS Information is no longer needed by NorthPoint Compass to provide Telecommunications Services to NorthPoint Compass Customers; (b) termination of the license in accordance with this Schedule 12.3; or (c) expiration or termination of the Agreement. 1.6.3.7 All BA OSS Information received by NorthPoint Compass shall be destroyed or returned by NorthPoint Compass to BA, upon expiration, suspension or termination of the license to use such BA OSS Information.

BA OSS Information. 1.6.1 Subject to the provisions of this Schedule 12.3 and Applicable Law, BA grants to NorthPoint Covad a non-exclusive license to use BA OSS Information. 1.6.2 All BA OSS Information shall at all times remain the property of BA. Except as expressly stated in this Schedule 12.3, NorthPoint Covad shall acquire no rights in or to any BA OSS Information. 1.6.3.1 The provisions of this Section 1.6.3 shall apply to all BA OSS Information, except (a) NorthPoint Covad Usage Information, (b) CPNI of NorthPointCovad, and (c) CPNI of a BA Customer or a NorthPoint Covad Customer, to the extent the Customer has authorized NorthPoint Covad to use the Customer Information. 1.6.3.2 BA OSS Information may be accessed and used by NorthPoint Covad only to provide Telecommunications Services to NorthPoint Covad Customers. 1.6.3.3 NorthPoint Covad shall treat BA OSS Information that is designated by BA, through written or electronic notice (including, but not limited to, through the BA OSS Services), as “"Confidential” " or “"Proprietary” " as Confidential Information of BA pursuant to subsection 28.4 29.4 of the Agreement. 1.6.3.4 Except as expressly stated in this Schedule 12.3, this Agreement does not grant to NorthPoint Covad any right or license to grant sublicenses to other persons, or permission to other persons (except NorthPoint’s Covad's employees, agents or contractors, in accordance with Section 1.6.3.5 below, to access, use or disclose BA OSS Information. 1.6.3.5 NorthPoint’s Covad's employees, agents and contractors may access, use and disclose BA OSS Information only to the extent necessary for NorthPoint’s Covad's access to, and use and disclosure of, BA OSS Information permitted by this Schedule 12.3. Any access to, or use or disclosure of, BA OSS Information by NorthPoint’s Covad's employees, agents or contractors, shall be subject to the provisions of this Agreement, including, but not limited to, subsection 28.4 29.4 of the Agreement and Section 1.6.3.3 above. 1.6.3.6 NorthPoint’s Covad's license to use BA OSS Information shall expire upon the earliest of: (a) the time when the BA OSS Information is no longer needed by NorthPoint Covad to provide Telecommunications Services to NorthPoint Covad Customers; (b) termination of the license in accordance with this Schedule 12.3; or (c) expiration or termination of the Agreement. 1.6.3.7 All BA OSS Information received by NorthPoint Covad shall be destroyed or returned by NorthPoint Covad to BA, upon expiration, suspension or termination of the license to use such BA OSS Information.

BA OSS Information. 1.6.1 Subject to the provisions of this Schedule 12.3 and Applicable Law, BA grants to NorthPoint Compass a non-exclusive license to use BA OSS Information. 1.6.2 All BA OSS Information shall at all times remain the property of BA. Except as expressly stated in this Schedule 12.3, NorthPoint Compass shall acquire no rights in or to any BA OSS Information. 1.6.3.1 The provisions of this Section 1.6.3 shall apply to all BA OSS Information, except (a) NorthPoint Compass Usage Information, (b) CPNI of NorthPointCompass, and (c) CPNI of a BA Customer or a NorthPoint Compass Customer, to the extent the Customer has authorized NorthPoint Compass to use the Customer Information. 1.6.3.2 BA OSS Information may be accessed and used by NorthPoint Compass only to provide Telecommunications Services to NorthPoint Compass Customers. 1.6.3.3 NorthPoint Compass shall treat BA OSS Information that is designated by BA, through written or electronic notice (including, but not limited to, through the BA OSS Services), as “Confidential” or “Proprietary” as Confidential Information of BA pursuant to subsection 28.4 of the Agreement. 1.6.3.4 Except as expressly stated in this Schedule 12.3, this Agreement does not grant to NorthPoint Compass any right or license to grant sublicenses to other persons, or permission to other persons (except NorthPointCompass’s employees, agents or contractors, in accordance with Section 1.6.3.5 below, to access, use or disclose BA OSS Information. 1.6.3.5 NorthPointCompass’s employees, agents and contractors may access, use and disclose BA OSS Information only to the extent necessary for NorthPointCompass’s access to, and use and disclosure of, BA OSS Information permitted by this Schedule 12.3. Any access to, or use or disclosure of, BA OSS Information by NorthPointCompass’s employees, agents or contractors, shall be subject to the provisions of this Agreement, including, but not limited to, subsection 28.4 of the Agreement and Section 1.6.3.3 above. 1.6.3.6 NorthPointCompass’s license to use BA OSS Information shall expire upon the earliest of: : (a) the time when the BA OSS Information is no longer needed by NorthPoint Compass to provide Telecommunications Services to NorthPoint Compass Customers; (b) termination of the license in accordance with this Schedule 12.3; or (c) expiration or termination of the Agreement. 1.6.3.7 All BA OSS Information received by NorthPoint Compass shall be destroyed or returned by NorthPoint Compass to BA, upon expiration, suspension or termination of the license to use such BA OSS Information.

BA OSS Information. 1.6.1 Subject to the provisions of this Schedule 12.3 and Applicable Law, BA grants to NorthPoint MFN a non-exclusive license to use BA OSS Information. 1.6.2 All BA OSS Information shall at all times remain the property of BA. Except as expressly stated in this Schedule 12.3, NorthPoint MFN shall acquire no rights in or to any BA OSS Information. 1.6.3.1 The provisions of this Section 1.6.3 shall apply to all BA OSS Information, except except (a) NorthPoint Usage MFN ▇▇▇▇▇ Information, (b) CPNI of NorthPoint▇▇▇, and (c) CPNI of a BA Customer ▇▇▇▇▇▇▇▇ or a NorthPoint CustomerMFN ▇▇▇▇▇▇▇▇, to the extent the Customer has authorized NorthPoint MFN to use the Customer Information. 1.6.3.2 BA OSS Information may be accessed and used by NorthPoint MFN only to provide Telecommunications Services to NorthPoint MFN Customers. 1.6.3.3 NorthPoint MFN shall treat BA OSS Information that is designated by BA, through written or electronic notice (including, but not limited to, through the BA OSS Services), as “Confidential” or “Proprietary” as Confidential Information of BA pursuant to subsection 28.4 29.4 of the Agreement. 1.6.3.4 Except as expressly stated in this Schedule 12.3, this Agreement does not grant to NorthPoint MFN any right or license to grant sublicenses to other persons, or permission to other persons (except NorthPointMFN’s employees, agents or contractors, in accordance with Section 1.6.3.5 below, to access, use or disclose BA OSS Information. 1.6.3.5 NorthPointMFN’s employees, agents and contractors may access, use and disclose BA OSS Information only to the extent necessary for NorthPointMFN’s access to, and use and disclosure of, BA OSS Information permitted by this Schedule 12.3. Any access to, or use or disclosure of, BA OSS Information by NorthPointMFN’s employees, agents or contractors, shall be subject to the provisions of this Agreement, including, but not limited to, subsection 28.4 29.4 of the Agreement and Section 1.6.3.3 above. 1.6.3.6 NorthPointMFN’s license to use BA OSS Information shall expire upon the earliest of: (a) the time when the BA OSS Information is no longer needed by NorthPoint MFN to provide Telecommunications Services to NorthPoint MFN Customers; (b) termination of the license in accordance with this Schedule 12.3; or (c) expiration or termination of the Agreement. 1.6.3.7 All BA OSS Information received by NorthPoint MFN shall be destroyed or returned by NorthPoint MFN to BA, upon expiration, suspension or termination of the license to use such BA OSS Information.

BA OSS Information. 1.6.1 1.5.1 Subject to the provisions of this Schedule 12.3 and Applicable Law, BA grants to NorthPoint Mpower a non-exclusive license to use BA OSS Information. 1.6.2 1.5.2 All BA OSS Information shall at all times remain the property of BA. Except as expressly stated in this Schedule 12.3, NorthPoint Mpower shall acquire no rights in or to any BA OSS Information. 1.6.3.1 1.5.3.1 The provisions of this Section 1.6.3 1.5.3 shall apply to all BA OSS Information, except, (a) NorthPoint Mpower Usage Information, (b) CPNI of NorthPointMpower, and (c) CPNI of a BA Customer or a NorthPoint Mpower Customer, to the extent the Customer has authorized NorthPoint Mpower to use the Customer Information. 1.6.3.2 1.5.3.2 BA OSS Information may be accessed and used by NorthPoint Mpower only to provide Telecommunications Services to NorthPoint Mpower Customers. 1.6.3.3 NorthPoint 1.5.3.3 Mpower shall treat BA OSS Information that is designated by BA, through written or electronic notice (including, but not limited to, through the BA OSS Services), as “Confidential” or “Proprietary” as Confidential Information of BA pursuant to subsection Section 28.4 of the Agreement. 1.6.3.4 1.5.3.4 Except as expressly stated in this Schedule 12.3, this Agreement does not grant to NorthPoint Mpower any right or license to grant sublicenses to other persons, or permission to other persons (except NorthPointMpower’s employees, agents or contractors, in accordance with Section 1.6.3.5 1.5.3.5 below, to access, use or disclose BA OSS Information. 1.6.3.5 NorthPoint1.5.3.5 Mpower’s employees, agents and contractors may access, use and disclose BA OSS Information only to the extent necessary for NorthPointMpower’s access to, and use and disclosure of, BA OSS Information permitted by this Schedule 12.3. Any access to, or use or disclosure of, BA OSS Information by NorthPointMpower’s employees, agents or contractors, shall be subject to the provisions of this Agreement, including, but not limited to, subsection Section 28.4 of the Agreement and Section 1.6.3.3 1.5.3.3 above. 1.6.3.6 NorthPoint1.5.3.6 Mpower’s license to use BA OSS Information shall expire upon the earliest of: : (a) the time when the BA OSS Information is no longer needed by NorthPoint Mpower to provide Telecommunications Services to NorthPoint Mpower Customers; (b) termination of the license in accordance with this Schedule 12.3; or (c) expiration or termination of the Agreement. 1.6.3.7 1.5.3.7 All BA OSS Information received by NorthPoint Mpower shall be destroyed or returned by NorthPoint Mpower to BA, upon expiration, suspension or termination of the license to use such BA OSS Information.

BA OSS Information. 1.6.1 1.5.1 Subject to the provisions of this Schedule 12.3 and Applicable Law, BA grants to NorthPoint Essex a non-exclusive license to use BA OSS Information. 1.6.2 1.5.2 All BA OSS Information shall at all times remain the property of BA. Except as expressly stated in this Schedule 12.3, NorthPoint Essex shall acquire no rights in or to any BA OSS Information. 1.6.3.1 1.5.3.1 The provisions of this Section 1.6.3 1.5.3 shall apply to all BA OSS Information, except, (a) NorthPoint Essex Usage Information, (b) CPNI of NorthPointEssex, and (c) CPNI of a BA Customer or a NorthPoint Essex Customer, to the extent the Customer has authorized NorthPoint Essex to use the Customer Information. 1.6.3.2 1.5.3.2 BA OSS Information may be accessed and used by NorthPoint Essex only to provide Telecommunications Services to NorthPoint Essex Customers. 1.6.3.3 NorthPoint 1.5.3.3 Essex shall treat BA OSS Information that is designated by BA, through written or electronic notice (including, but not limited to, through the BA OSS Services), as “Confidential” or “Proprietary” as Confidential Information of BA pursuant to subsection Section 28.4 of the Agreement. 1.6.3.4 1.5.3.4 Except as expressly stated in this Schedule 12.3, this Agreement does not grant to NorthPoint Essex any right or license to grant sublicenses to other persons, or permission to other persons (except NorthPointEssex’s employees, agents or contractors, in accordance with Section 1.6.3.5 1.5.3.5 below, to access, use or disclose BA OSS Information. 1.6.3.5 NorthPoint1.5.3.5 Essex’s employees, agents and contractors may access, use and disclose BA OSS Information only to the extent necessary for NorthPointEssex’s access to, and use and disclosure of, BA OSS Information permitted by this Schedule 12.3. Any access to, or use or disclosure of, BA OSS Information by NorthPointEssex’s employees, agents or contractors, shall be subject to the provisions of this Agreement, including, but not limited to, subsection Section 28.4 of the Agreement and Section 1.6.3.3 1.5.3.3 above. 1.6.3.6 NorthPoint1.5.3.6 Essex’s license to use BA OSS Information shall expire upon the earliest of: (a) the time when the BA OSS Information is no longer needed by NorthPoint Essex to provide Telecommunications Services to NorthPoint Essex Customers; (b) termination of the license in accordance with this Schedule 12.3; or (c) expiration or termination of the Agreement. 1.6.3.7 1.5.3.7 All BA OSS Information received by NorthPoint Essex shall be destroyed or returned by NorthPoint Essex to BA, upon expiration, suspension or termination of the license to use such BA OSS Information.

BA OSS Information. 1.6.1 Subject to the provisions of this Schedule 12.3 and Applicable Law, BA grants to NorthPoint Covad a non-exclusive license to use BA OSS Information. 1.6.2 All BA OSS Information shall at all times remain the property of BA. Except as expressly stated in this Schedule 12.3, NorthPoint Covad shall acquire no rights in or to any BA OSS Information. 1.6.3.1 The provisions of this Section 1.6.3 shall apply to all BA OSS Information, except except (a) NorthPoint Covad Usage Information, (b) CPNI of NorthPointCovad, and (c) CPNI of a BA Customer or a NorthPoint Covad Customer, to the extent the Customer has authorized NorthPoint Covad to use the Customer Information. 1.6.3.2 BA OSS Information may be accessed and used by NorthPoint Covad only to provide Telecommunications Services to NorthPoint Covad Customers. 1.6.3.3 NorthPoint Covad shall treat BA OSS Information that is designated by BA, through written or electronic notice (including, but not limited to, through the BA OSS Services), as “Confidential” or “Proprietary” as Confidential Information of BA pursuant to subsection 28.4 29.4 of the Agreement. 1.6.3.4 Except as expressly stated in this Schedule 12.3, this Agreement does not grant to NorthPoint Covad any right or license to grant sublicenses to other persons, or permission to other persons (except NorthPointCovad’s employees, agents or contractors, in accordance with Section 1.6.3.5 below, to access, use or disclose BA OSS Information. 1.6.3.5 NorthPointCovad’s employees, agents and contractors may access, use and disclose BA OSS Information only to the extent necessary for NorthPointCovad’s access to, and use and disclosure of, BA OSS Information permitted by this Schedule 12.3. Any access to, or use or disclosure of, BA OSS Information by NorthPointCovad’s employees, agents or contractors, shall be subject to the provisions of this Agreement, including, but not limited to, subsection 28.4 29.4 of the Agreement and Section 1.6.3.3 above. 1.6.3.6 NorthPointCovad’s license to use BA OSS Information shall expire upon the earliest of: (a) the time when the BA OSS Information is no longer needed by NorthPoint Covad to provide Telecommunications Services to NorthPoint Covad Customers; (b) termination of the license in accordance with this Schedule 12.3; or (c) expiration or termination of the Agreement. 1.6.3.7 All BA OSS Information received by NorthPoint Covad shall be destroyed or returned by NorthPoint Covad to BA, upon expiration, suspension or termination of the license to use such BA OSS Information.

BA OSS Information. 1.6.1 Subject to the provisions of this Schedule 12.3 and Applicable Law, BA grants to NorthPoint a non-non- exclusive license to use BA OSS Information. 1.6.2 All BA OSS Information shall at all times remain the property of BA. Except as expressly stated in this Schedule 12.3, NorthPoint shall acquire no rights in or to any BA OSS Information. 1.6.3.1 The provisions of this Section 1.6.3 shall apply to all BA OSS Information, except (a) NorthPoint Usage Information, (b) CPNI of NorthPoint, and (c) CPNI of a BA Customer or a NorthPoint Customer, to the extent the Customer has authorized NorthPoint to use the Customer Information. 1.6.3.2 BA OSS Information may be accessed and used by NorthPoint only to provide Telecommunications Services to NorthPoint Customers. 1.6.3.3 NorthPoint shall treat BA OSS Information that is designated by BA, through written or electronic notice (including, but not limited to, through the BA OSS Services), as “Confidential” or “Proprietary” as Confidential Information of BA pursuant to subsection 28.4 of the Agreement. 1.6.3.4 Except as expressly stated in this Schedule 12.3, this Agreement does not grant to NorthPoint any right or license to grant sublicenses to other persons, or permission to other persons (except NorthPoint’s employees, agents or contractors, in accordance with Section 1.6.3.5 below, to access, use or disclose BA OSS Information. 1.6.3.5 NorthPoint’s employees, agents and contractors may access, use and disclose BA OSS Information only to the extent necessary for NorthPoint’s access to, and use and disclosure of, BA OSS Information permitted by this Schedule 12.3. Any access to, or use or disclosure of, BA OSS Information by NorthPoint’s employees, agents or contractors, shall be subject to the provisions of this Agreement, including, but not limited to, subsection 28.4 of the Agreement and Section 1.6.3.3 above. 1.6.3.6 NorthPoint’s license to use BA OSS Information shall expire upon the earliest of: (a) the time when the BA OSS Information is no longer needed by NorthPoint to provide Telecommunications Services to NorthPoint Customers; (b) termination of the license in accordance with this Schedule 12.3; or (c) expiration or termination of the Agreement. 1.6.3.7 All BA OSS Information received by NorthPoint shall be destroyed or returned by NorthPoint to BA, upon expiration, suspension or termination of the license to use such BA OSS Information.