| EXHIBIT D | |
| FORM OF | |
| CONFIDENTIALITY AGREEMENT | |
| THIS CONFIDENTIALITY AGREEMENT (this "Agreement"), made | |
| effective as of the ____________ day of _________, 199 , by and between Sprint | |
| Spectrum L.P., a Delaware limited partnership ("Sprint Spectrum"), whose address | |
| is 4717 Grand Avenue, 5th Floor, Kansas City, Missouri 64112, and , a , whose | |
| address is , is to assure the protection and preservation of the confidential | |
| and/or proprietary nature of information to be disclosed or made available to | |
| each other pursuant to or in connection with the transactions contemplated by, | |
| the Credit Agreement dated as of October 2, 1996 (the "Credit Agreement"), by | |
| and among Spring Spectrum, the lenders named therein and Northern Telecom Inc., | |
| as agent. | |
| NOW, THEREFORE, in reliance upon and in consideration of the | |
| following undertakings, the parties, for themselves, or for any corporation, | |
| partnership, association, joint stock company, limited liability company, | |
| limited liability partnership, or trust directly or indirectly controlling, | |
| controlled by or under common control of such party, or a more than 50% owned | |
| subsidiary of such party (its "Affiliates"), agree as follows: | |
| <PAGE> | |
| 1. | |
| Scope. | |
| For purposes of this Agreement, the "Proprietary | |
| Information" of a party disclosing information (the "Discloser") means any and | |
| all information, including, without limitation, all oral, written, graphical, | |
| and electronic information disclosed to the party receiving the information (the | |
| "Recipient") pursuant to, or in connection with the transactions contemplated | |
| by, the Credit Agreement, whether delivered to the Recipient directly by the | |
| Discloser or indirectly through an agent of the Discloser or Recipient. | |
| 2. | |
| Limitation. | |
| The term "Proprietary Information" does not | |
| include information which: (a) has been or may in the future be published or is | |
| now or may in the future be otherwise in the public domain through no fault of | |
| the Recipient; (b) prior to disclosure pursuant to this Agreement is properly | |
| within the legitimate possession of the Recipient; (c) subsequent to disclosure | |
| pursuant to this Agreement, is lawfully received from a third party having | |
| rights in the information without restriction of the third party's right to | |
| disseminate the information and without notice of any restriction against its | |
| further disclosure; (d) is independently developed by the Recipient through | |
| parties who have not had, either directly or indirectly, access to or knowledge | |
| of such Proprietary Information; (e) is approved for disclosure by prior written | |
| permission of an authorized signatory of Discloser; or (f) is obligated to be | |
| produced by law or under order of a court of competent jurisdiction or other | |
| similar requirement of a governmental agency, or is required to be disclosed to, | |
| or is requested by, the Recipient's outside auditors or examiners in connection | |
| with an audit or examination or so long as the party required to disclose the | |
| information provides the other party with prior written notice of any required | |
| disclosure pursuant to such law, order or requirement. | |
| 3. | |
| Use. | |
| Each party agrees to use the Proprietary Information | |
| received from the other party only for the purpose of the servicing or | |
| protection of its interests in respect of the Loans, the Credit Agreement and | |
| the Loan Documents (each as defined in the Credit Agreement). | |
| No other rights, | |
| and particularly licenses, trademarks, inventions, copyrights, patents, or any | |
| other intellectual property rights are implied or granted under the Credit | |
| Agreement or this Agreement or by the conveying of Proprietary Information | |
| between the parties. | |
| Each party agrees that the other may disclose Proprietary | |
| Information received by it to its Affiliates, employees not permitted under the | |
| Credit Agreement and agents, subject to the terms of this Agreement. | |
| 4. | |
| Reproduction. | |
| Proprietary Information supplied is not to | |
| be reproduced in any form except as required to accomplish the intent of this | |
| Agreement. | |
| 5. | |
| Duty of Care. | |
| All Proprietary Information must be retained | |
| by the Recipient in accordance with its customary procedures for handling | |
| confidential information of this nature and disclosed only to the Recipient's | |
| Affiliates or employees (or , attorneys, accountants and agents who have a | |
| non-disclosure obligation at least as restrictive as this Agreement) who need to | |
| know such information for purposes of the servicing or protection of its | |
| interest in respect of the Loans, the Credit Agreement and the Loan Documents | |
| (each as defined under the Credit Agreement) and the transactions contemplated | |
| thereby and to such third parties as the Discloser has consented to by prior | |
| written approval. | |
| In addition, the Recipient must provide the same care to avoid | |
| disclosure not permitted under the Credit Agreement or unauthorized use of the | |
| Proprietary Information as it provides to protect its own similar proprietary | |
| information. | |
| 6. | |
| Ownership. | |
| All Proprietary Information, unless otherwise | |
| specified in writing, (a) remains the property of the Discloser, and (b) must be | |
| used by the Recipient only for the purpose stated herein. | |
| Upon termination of | |
| this Agreement, all copies of written, recorded, graphical or other tangible | |
| Proprietary Information must either be returned to the Discloser, or destroyed | |
| (i) after the Recipient's need for it has expired or (ii) upon the request of | |
| the Discloser. | |
| At the request of the Discloser, the Recipient will furnish a | |
| certificate of an officer of the Recipient certifying that any Proprietary | |
| Information not returned to Discloser has been destroyed. | |
| 7. | |
| Right to Disclose. | |
| Each party warrants that it has the | |
| right to disclose all Proprietary Information which it will disclose to the | |
| other party pursuant to this Agreement, and each party agrees to indemnify and | |
| hold harmless the other from all claims by a third party related to the wrongful | |
| disclosure of such third party's information. | |
| Otherwise, neither party makes any | |
| representation or warranty, express or implied, with respect to any Proprietary | |
| Information. | |
| Neither party is liable for indirect, incidental, consequential, or | |
| punitive damages of any nature or kind resulting from or arising in connection | |
| with this Agreement. | |
| 8. | |
| Right to Enjoin Disclosure. | |
| The parties acknowledge that a | |
| Recipient's unauthorized disclosure or use of Proprietary Information may result | |
| in irreparable harm. | |
| Therefore, the parties agree that, in the event of | |
| violation or threatened violation of this Agreement, without limiting any other | |
| rights and remedies of each other, a temporary restraining order and/or an | |
| injunction to enjoin disclosure of Proprietary Information may be sought against | |
| the party who has breached or threatened to breach this Agreement and the party | |
| who has breached or threatened to breach this Agreement will not raise the | |
| defense of an adequate remedy at law. | |
| 9. | |
| Disclosure to Third Parties. | |
| All media releases and pubic | |
| announcements or disclosures by either party relating to this Agreement, its | |
| subject matter or the purpose of this Agreement are to be coordinated with and | |
| consented to by the other party in writing prior to the release or announcement. | |
| 10. | |
| No Partnership or Joint Venture Formed. | |
| The exchange of | |
| any Proprietary Information between the parties is not intended to be | |
| interpreted that the parties have formed or will form a partnership, joint | |
| venture or other relationship. | |
| Any business relationship between the parties, if | |
| any, must be governed by separate agreement. | |
| 11. | |
| General. | |
| (a) This Agreement is governed and construed | |
| under the laws of the State of Missouri and there are no understandings, | |
| agreements or representations, express or implied, not specified herein. | |
| (b) | |
| Except for subsection 9.13 of the Credit Agreement, this Agreement represents | |
| the entire understanding between the parties with respect to the confidentiality | |
| and disclosure of Proprietary Information, and the terms of this Agreement | |
| supersede the terms of any prior agreements or understandings, written or oral | |
| with respect thereto. | |
| (c) This Agreement may not be amended except in a writing | |
| signed by the parties. | |
| (d) The provisions of this Agreement are to be considered | |
| as severable, and in the event that any provision is held to be invalid or | |
| unenforceable, the parties intend that the remaining provisions will remain in | |
| full force and effect. | |
| (e) Captions in this Agreement are for ease of reference | |
| only and should not be considered in the construction of this Agreement. | |
| (f) | |
| There are no third party beneficiaries to this Agreement. | |
| (g) Failure by a party | |
| to enforce or exercise any provision, right or option contained in this | |
| Agreement will not be construed as a present or future waiver of such provision, | |
| right or option. | |
| IN WITNESS THEREOF, the parties have executed this Agreement | |
| as of the effective date stated above. | |
| SPRINT SPECTRUM L.P. ______________________________ | |
| By: By: | |
| Name: Name: | |
| Title: Title: | |
| <PAGE> | |