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Pricing Schedule and Agreement t /�o - t AT &T ILEC Intrastate Pricing Schedule Case Number FL11- 0841 -02 AT &T MA Reference No. ROO CUSTOMER ( "Customer ") AT &T ( "AT &T ") City of Miami Beach For purposes of this Pricing Schedule, AT &T means the Street Address: 1755 Meridian Ave Service Provider specifically identified herein. City: Miami Beach State: FL Zip Code: 33139 - Billing Address _ Street Address: 1755 Meridian Ave City: Miami Beach State: FL Zip Code: 33139 - AT &T Sales Contact Information and CUSTOMER Contact (for Contract Notices) for Contract Notices Name: Gladys Gonzalez Name: Elena Cordal Title: IT Director Title: Account Manager Telephone: 305 - 673 =7776 Fax - - Telephone: 305 - 569 -7292 Fax: - - Email Email: ec6561 @att.com Street Address: 1755 Meridian Ave Attention: Assistant Vice President City: Miami Beach Street Address: 2180 Lake Blvd., 7 Floor State: FL Zip Code: 33139- City: Atlanta State: GA Zip Code: 30319 With a copy to: AT &T Corp., One AT &T Way, Bedminster, NJ 07921 -0752 ATTN: Master Agreement Support Team Email mast@att.com AT &T Authorized Agent or Representative Information (if applicable) Name: Company Name: Agent Street Address: City: State: Zip Code: Telephoner - - Fax: - - Email: Agent Code: Customer agrees to purchase the Service according to the prices and terms and conditions set forth in this Pricing Schedule and in the applicable Service Publication. In jurisdictions that require the Service to be provided pursuant to tariff, the relevant Service Publication is the applicable Tariff; in jurisdictions that do not require the Service to be tariffed and in which AT &T has no tariff for the Service, the relevant Service Publication is the applicable Service Description(s), Price List(s) or Guidebook(s) (for ease of reference, the Service Descriptions, Price Lists and Guidebooks are referred to herein as the "Guidebook "). Tariffs and Guidebooks can be found at www .att.com /servicepublications Service is provided by the AT &T Incumbent Local - Exchange Carrier (ILEC) Affiliate(s) identified below as the. Service Provider(s). Customer AT &T `' b its authorized re res ntative , i `uthorized pe resentat•, e . r ; ® _ (Matti Herrera Bower ! Nam JMay p d Titit h Date: , q ate: E APPROVED AS TO INCORf0.,,1 FORM & LANGUAGE ATTEST 'Pag �h of'11 FOR EXECUTION C 26 • Attcun , Date b AT &T ILEC Intrastate Pricing Schedule Case Number FL11- 0841 -02 Option 1 of 1 1. The Effective Date of this Pricing Schedule is the later of the signature dates above. The Pricing Schedule Term begins ( "Term Start Date ") (1) if this Pricing Schedule is only for new Service, on the date when the Service is installed and available for use by Customer pursuant to this Pricing Schedule, or (2) if this Pricing Schedule is for existing Service, on the Effective Date of this Pricing Schedule, and the Pricing Schedule terminates automatically at the end of the Pricing Schedule Term based on the number of months selected below. 2. If Customer terminates the Service, in whole or in part, for any reason other than default by AT &T, or AT &T terminates for Customer's default, on or after the Term Start Date, but before the scheduled completion of the Minimum Payment Period, then Customer shall become liable for Termination Charges. Unless otherwise specified in the Notes of this Pricing Schedule, Termination Charges are defined as fifty percent (50 %) of the monthly rate for the terminated Service or Service Component as set forth in this Pricing Schedule, multiplied by the number of months remaining in the Minimum Payment Period at the point of termination plus any nonrecurring charges that were not applied upon installation as set forth in this Pricing Schedule. Service Provider: AT &T Florida Offer Expiration: This offer shall expire on: 10/10/2011. Service Interval: Estimated service interval following acceptance date: Negotiable weeks. Service Description ( "Service "): This Pricing Schedule provides for BellSouth@ Metro Ethernet service, MegaLink® service, BellSouth@ Primary Rate ISDN - Voice /Data (Standard) service and Business Lines as part of Basic Local Exchange Service. Term: This Pricing Schedule provides for a Term of thirty -six (36) months with three (3) automatic one -year renewals, unless either party provides written notice of its intent not to renew the Pricing Schedule at least sixty (60) days prior to the expiration of the initial term or each additional one -year term. Metro Ethernet and Megalink: Under this Pricing Schedule, the service may only be purchased by Customers whose traffic on this service will be at least 90% intrastate. Customer is responsible for complying with this requirement, and by ordering or accepting such service under this Pricing Schedule, Customer is representing to AT &T that its traffic on the service will be at least 90 % intrastate. Customer understands and agrees that AT &T is relying upon Customer's representations concerning the proper jurisdiction of any and all circuits ordered under this Pricing Schedule. Customer expressly agrees that AT &T has the right, in its sole discretion, to immediately convert any circuit or service to the correct jurisdiction, and adjust the rates and terms accordingly, should AT &T determine that the jurisdictional nature of the circuit or service is different than what the Customer represented. Use of Service for Primary Rate ISDN: Customer agrees that the Service will only be used to transport the voice and /or data traffic of Customer and its Affiliates, and not to originate or terminate voice and /or data traffic to bypass switched access charges as defined by applicable state and federal telecommunications law. Customer understands that this covenant is an essential part of the undertaking by AT &T herein, and that AT &T is relying upon Customer's covenant as an inducement to sell the Service. Customer agrees to compensate AT &T for any switched access charges that AT &T is obligated to pay, or entitled to collect, as a result-of Customer's use of the Services, and Customer further agrees that this obligation to compensate AT &T shall not be capped or limited. As used herein the term Switched Access, generally speaking, means the charges that a long distance company is required to pay to a local telecommunications company for the termination or origination of long distance calls to or from a customer whose phone is connected to the local telecommunications company's local switching network. "Affiliate" of a party means any entity that controls, is controlled by, or is under common control with, such party. Page 2 of 11 at& AT &T ILEC Intrastate Pricing Schedule Case Number FL11- 0841 -02 Option 1 of 1 RATES AND CHARGES Rate Elements Non- Recurring Monthly Rate USOC .1 Metro Ethernet Reporting Charge, per $.00 $5.60 CNMME connection 2 Metro Ethernet Reporting Security $.00 $.00 CNMSC card, each 3 Metro Ethernet Reporting, Service $ -00 $.00 CNMME Establishment Charge, per customer account 4 Metro Ethernet Web Interface Charge, $.00 $.00 CNMWF first 5 BellSouth Metro Ethernet Service, 10 $.00 $476.00 MTEBA Mbps Basic Connection, per connection 6 BellSouth Metro Ethernet Service, $.00 $945.00 MTEBB 100 Mbps Basic Connection, per connection 7 BellSouth Metro Ethernet Service, 1 $.00 $1,890.00 MTEBC Gbps Basic Connection, per connection 8 BellSouth Metro Ethernet Service, 10 $.00 $756.00 MTEE3 Mbps Premium Connection, per connection, Burst Mode Page 3 of 11 `� fit& AT &T ILEC Intrastate Pricing Schedule Case Number FL11- 0841 -02 Option 1 of 1 RATES AND CHARGES .9 BellSouth Metro Ethernet Service, 20 $.00 $854.00 MTEE4 Mbps Premium Connection, per connection, Burst Mode 10 BellSouth Metro Ethernet Service, 50 $.00 $1,036.00 MTEE5 Mbps Premium Connection, per connection, Burst .Mode 11. BellSouth Metro Ethernet Service, $.00 $1;358.00 MTEE6 100 Mbps Premium Connection, per connection, Burst Mode 12 BellSouth Metro Ethernet Service, $.00 $1,631.00 MTEE7 250 Mbps Premium Connection, per connection, Burst Mode 13 BellSouth Metro Ethernet Service, $.00 - $2,079.00 MTEE8 500 Mbps Premium Connection, per connection, Burst Mode 14 BellSouth Metro Ethernet Service, $.00 $460.00 MTEPO Premium Service Arrangement, 2 Mbps Premium Connection, per connection 15 BellSouth Metro Ethernet Service, $.00 $510.00 MTEP1 Premium Service Arrangement, 4 Mbps Premium Connection, per connection Page 4 of 11 A AT &T ILEC Intrastate Pricing Schedule Case Number FL11- 0841 -02 Option 1 of 1 RATES AND CHARGES 16 BellSouth Metro Ethernet Service, $.00 $530.00 MTEP2 Premium Service Arrangement, 8 Mbps Premium Connection, per connection 17 BellSouth Metro Ethernet Service, 10 $.00 $540.00 MTEP3 Mbps Premium Connection, per connection, Fixed Mode 18 BellSouth Metro Ethernet Service, 20 $.00 $678.00 MTEP4 Mbps Premium Connection, per connection, Fixed Mode 19 BellSouth Metro Ethernet Service, $.00 $894.00 MTEP5 50Mbps Premium Connection, per connection, Fixed Mode 20 BellSouth Metro Ethernet Service, $.00 $1,080.00 MTEP6 100 Mbps Premium Connection, per connection, Fixed Mode 21 BellSouth Metro Ethernet Service, $.00 $1,350.00 MTEP7 250 Mbps Premium Connection, per. connection, Fixed Mode 22 BellSouth Metro Ethernet Service, $.00 $1,794.00 MTEP8 500 Mbps Premium Connection, per connection, Fixed Mode 23. BellSouth Metro Ethernet Service, $.00 $2,547.00 MTEPT 1000 Mbps Premium Connection, per connection, Fixed Page 5 of 11 atat AT &T ILEC Intrastate Pricing Schedule I Case Number FL11- 0841 -02 Option 1 of 1 RATES AND CHARGES .24 BellSouth Metro Ethernet Service, $.00 $.00 MTESY System Reconfiguration Charge, per request, per connection 25 BellSouth Metro Ethernet Service, $.00 $63.00 MTETP Priority Plus Feature, per connection 26 BellSouth Metro Ethernet Service, Q- $.00 $.00 MTEQF Forwarding Service Establishment Charge, per connection 27 BellSouth Metro Ethernet Service, Q- $.00 $75.00 MTEQN Forwarding Network Assignment Charge, per network, per connection 28 BellSouth Metro Ethernet Service, $.00 $1,285.00 MTEA5 Automatic Protection Switching (APS) Feature, Route Protection, Per APS Arrangement of less than 10 route miles 29 MegaLink@ service, Digital Local $.00 $80.00 1 LDPZ Channel, first 1/2 mile 30 MegaLink® service, Digital Local $.00 $32.03 1 LDPA Channel, each additional 1/2 mile 31 MegaLink® service, Interoffice $.00 $49.59 1 LN01 Channel, each channel 0 -8 miles; fixed component Page 6 of 11 aut AT &T ILEC Intrastate Pricing Schedule Case Number, FL11- 0841 -02 Option 1 of 1 RATES AND CHARGES 32 MegaLink@ service, Interoffice $.00 $15.00 1 LNOA Channel, each channel 0 -8 miles, each airline mile or fraction thereof 33 MegaLink@ service, Clear channel $.00 $.00 CCOEF capability, extended superframe format, at initial installation 34 MegaLink® Service Establishment $.00 $.00 MGLSE Charge, per entire MegaLink@ 35 MegaLink@ service, premises visit, $.00 $.00 MGLPV per visit 36 BellSouth@ Primary Rate ISDN, $_00 $.00 1 LD1 E Access Line, -Each Provisioning USOC Only 37 BellSouth@ Primary Rate ISDN, $.00 $.00 PR71 V Interface, -Each - Voice /Data (Standard) Provisioning USOC Only 38 BellSouth@ Primary Rate ISDN, $.00 $.00 PR7BV B- Channel, -Each - Voice /Data (Standard) Provisioning USOC Only Page 7 of 11 i ' ttt AT &T ILEC Intrastate Pricing Schedule Case Number FL11- 0841 -02 Option 1 of 1 RATES AND CHARGES 39 BellSouth@ Primary Rate ISDN, $.00 $.00 PR7EX D- Channel - No Rate (Provisioning USOC) 40 BellSouth@ Primary Rate ISDN, $.00 $0.15 PR7TF Telephone Numbers for Flat Rate Voice /Data, -Per telephone number requested inward and 2 -way 41 Flat Rate Primary Rate ISDN (1- $.00 $550.00 WDDKR 1 LD1 E,1 -PR71 V,23- PR7BV) 42 Flat Rate Service, $.00 $27.00 MFB Business Service, Multi -line Exchange Access Line, All Rate Groups -Per line - (The Multi -line Exchange Access Line rate applies per line to subscribers with more than one exchange access line.) 43 Flat Rate Service, $.00 $27.00 MFBCL Business Service - Caller ID compatible, Multi -line Exchange Access Line, All Rate Groups -Per line (The Multi -line Exchange Access Line rate applies per line to subscribers . with more than one exchange access . line.) (Caller ID feature must be ordered separately.) Page 8 of 11 AT &T ILEC Intrastate Pricing Schedule Case Number FL11- 0841 -02 Option 1 of 1 RATES AND CHARGES NOTES: Metro Ethernet: 1. Customer's Metro Ethernet service includes the service locations listed below. Metro Ethernet service is location specific. If facilities do not exist, special construction charges may apply. 1755 Meridian Ave, Miami Beach, FL 2100 Washington Ave., Miami Beach, FL 1100 Washington Ave., Miami Beach, FL 1691 Michigan Ave., Miami Beach, FL 1837 Bay Rd„ Miami Beach, FL 1 Washington Ave. Miami Beach, FL 1001 Ocean Dr., Miami Beach, FL 400 42nd St., Miami Beach, FL 1245 Michigan Ave., Miami Beach, FL 2121 Park Ave., Miami Beach, FL 501 72nd St., Miami Beach, FL . 6880 Indian Creek Dr., Miami Beach, FL 1040 Lincoln Rd., Miami Beach, FL 140 Mac Arthur Cswy., Miami Beach, FL 1700 Convention Center Dr., Miami Beach, FL 2300 Pine Tree Dr., Miami Beach, FL 50 NE 9th St., Miami, FL 13975 NW 58th Ct., Miami Lakes, FL 600 17th St., Miami Beach, FL 1351 NW 12th St., Miami, FL 1100 Washington Ave., Miami Beach, FL 2301 Alton Rd., Miami Beach, FL 1680 Meridian Ave., Miami Beach, FL 555 17th St., Miami Beach, FL 2401 Biarritz Dr., Miami Beach, FL 225 Washington Ave., Miami Beach, FL 2. These rates. and charges are only valid if the Customer is served from a central office equipped for Metro Ethernet service, or can be extended to a central office equipped for Metro Ethernet service. 3. The following nonrecurring charges will not apply upon initial installation. However, if all or any part of the service is disconnected prior to the expiration of the selected Pricing Schedule term, then Customer will pay full nonrecurring charges that were waived at initial installation as identified below in addition to applicable termination liability charges: USOC Description Nonrecurring Charge CNMSC CNM_Securit Card $ 200.00 each CNMSE CNM Service Establishment Charge $ 250.00 each MTEBA Metro Ethernet Service, 10 Mb s Basic Connection $1,000.00 each MTEBB Metro Ethernet Service, 100 Mb s Basic Connection $1,500.00 each MTEBC Metro Ethernet Service, 1 Gb s Basic Connection $2,000.00 each MTEE3 Metro Ethernet Service, 10 Mb s Premium Connection, Burst $1,000.00 each MTEE4 Metro Ethernet Service, 20 Mb s Premium Connection, Burst $1,250.00 each MTEE5 Metro Ethernet Service, 50 Mb s Premium Connection, Burst $1,250.00 each MTEE6 Metro Ethernet Service, 100 Mb s Premium Connection, Burst $1,500.00 each MTEE7 Metro Ethernet Service, 250_Mb s Premium Connection, Burst $1,750.00 each Page 9 of 11 t ' - a \17i AT &T ILEC Intrastate Pricing Schedule Case Number FL11- 0841 -02 Option 1 of 1 MTEE8 Metro Ethernet Service, 500 Mbps Premium Connection, Burst $1,750.00 each MTEPO Metro Ethernet Service, 2 Mbps Premium Connection, Fixed $1,000.00 each MTEP1 Metro Ethernet Service, 4 Mbps Premium Connection, Fixed $1,000.00 each MTEP2 Metro Ethernet Service, 8 Mbps Premium Connection, Fixed $1,000.00 each MTEP3 Metro Ethernet Service, 10 Mbps Premium Connection, Fixed $1,000.00 each MTEP4 Metro Ethernet Service, 20 Mbps Premium Connection, Fixed $1,250.00 each MTEP5 Metro Ethernet Service, 50 Mbps Premium Connection, Fixed $1,250.00 each MTEP6 Metro Ethernet Service, 100 Mbps Premium Connection, Fixed $1,500.00 each MTEP7 Metro Ethernet Service, 250 Mbps Premium Connection, Fixed $1,750.00 each MTEP8 Metro Ethernet Service, 500 Mbps Premium Connection, Fixed $1,750.00 each MTEPT Metro Ethernet Service, 1000 Mbps Premium Connection, Fixed $1,750.00 each MTEQF Q- Forwarding Service Establishment Charge, per connection $ 500.00 each MTESY System Reconfiguration Charge, per request, per connection_ $ 900.00 each Megalink: 4. All applicable rates and regulations for this service as set forth in the Private Line Services Tariff and the General Subscriber Service Tariff are in addition to the rates and regulations contained in this Pricing Schedule. 5. These rates and charges include the rate elements that have been specifically discounted. Other rate elements that are used in the provision of the service may not have been listed but can be found in the appropriate AT &T tariff. 6. The following nonrecurring charges will not apply upon initial installation. However, if all or any part of the service is disconnected prior to the expiration of the selected Pricing Schedule term, then Customer will pay full nonrecurring charges that were waived at initial installation as identified below in addition to applicable termination liability charges: USOC Description Nonrecurring Charge MGLSE Me aLink@ Service Establishment Charge $575.00 each 1 LDPZ Me aLink® service, Digital Local Channel, first 1/2 mile $350:00 each 1 LN01 Interoffice Channel, each channel 0 -8 miles, fixed $100.00 each MGLPV Me aLink@ service, premises visit, per visit $ 40.00 each Primary Rate ISDN and Business Lines: 7. All rules and regulations for BellSouth® Primary Rate ISDN service and Business Lines as set forth in the General Subscriber Services Tariff (GSST) are applicable to this. Pricing Schedule with the exception that PRI volume discounts as outlined in the tariff do not apply. The rate elements included herein have been specifically discounted. Other rate elements used in the provision of the service have not been listed, but may be found in the appropriate Company tariff. Examples of other rate elements are: FCC surcharges, regulatory fees, taxes, or charges for features ordered that are not listed in the Pricing Schedule. 8. Apply five End User Common Line Charges for each Primary Rate Interface. 9. Unless otherwise specified in this Pricing Schedule, Service Connection Charges as specified in Section A4 of the GSST will apply. 10. The following nonrecurring charges will not apply upon initial installation. However, if all or any part of the service is disconnected prior to the expiration of the selected Pricing Schedule term, then Customer will pay full nonrecurring charges that were waived at initial installation as identified below in addition to applicable termination liability charges: USOC Description Nonrecurring Charge 1 LD1 E Access Line $875.00 each PR71V Interface $110.00 each PR713V B- Channel $5.00 each Page 10 of 11 AT &T ILEC Intrastate Pricing Schedule Case Number FL11- 0841 -02 Option 1,of 1 Line Connection, First $63.50 each - Line Connection, Additional $12.05 each Notes for all included Services: 11. Services installed and billing at the time of execution of this Pricing Schedule will not incur early termination penalties upon disconnection. Any new Service installed after execution will be required to meet a thirty -six (36) month minimum service period before disconnecting without early termination penalties. Customer will not be required to re -pay any nonrecurring charges waived at time of installation if Service has been installed for a minimum of twenty -four (24) months. 12. Services installed during the first thirty -six (36) months of this Pricing Schedule will have a service period coterminous with the term of this Pricing Schedule. Services ordered with twelve (12) months or less remaining will require a new thirty -six (36) month term: 13. AT &T shall not assign any portion of this Pricing Schedule to any other persons or firm without first obtaining Customer's written approval. Any attempt to effect an assignment without Customer's prior written consent shall be deemed a default of this Pricing Schedule and subject to remedy. 14. Upon Customer's request to disconnect all service associated with this Pricing Schedule prior to the expiration of the selected Pricing Schedule term, Customer will be charged a one -time Contract Preparation Charge in.the amount of $423.00. All trademarks and service marks contained herein are owned by AT &T Intellectual Property and /or AT &T affiliated companies. END OF ARRANGEMENT AGREEMENT OPTION 1 r Page 11 of 11 'AT &T MA Reference No. cat &t MASTER. AGREEMENT - ! : Customer AT &T - City of" Miami Beach AT &T Corp. Street Address: 1755 Meridian. Avenue or enter the International Affiliate Name - City: Miami Beach State /Province: FL Zip Code: 33139 Country: USA { Customer Contact (for noteees) AT &T:Contact (fore notices) „ :' Name: Gladys Gonzalez Street Address: 7300 NW 19 Street r Title: Director - IT City: Miami State /Province: FL Street'Address: 1755 Meridian Avenue Zip Code: 33126 Country: USA City: Miami Beach State /Province:.FL Zip Code: ,33139 Country: USA With a copy to: Telephone: 305 - 6673 -7776 X 5775 AT &T - Corp. Fax: One AT &T Way Email: GladysGonzalez @miamibeachfl.gov Bedminster, NJ 07921 -0752 ATTN: Master Agreement Support Team Email: mast @att.com This Master Agreement ( "Master Agreement "), between the customer named above ( "Customer") and the AT &T entity named above ( "AT &T'), is effective when signed by both Customer and AT &T, and continues in effect as long as Services are provided under this Master Agreement. This Master Agreement will -apply to all services and equipment Customer buys from AT &T, now and in the future, that are provided under Pricing Schedules attached to or referencing this Master Agreement ("Services"). Other Services may be .provided by signing additional Pricing Schedules at any time. AT &T standard service offerings are described in Tariffs, Guidebooks, Service Guides and other documents identified in this Master Agreement. Customer AT &T b . its authorized representative) by it j aluth j 6rized re pr sentative By 113 , ;Matti Herrera Bower Name: Mayor , , Title: Titl Date:/O _ G _ Date: -- �� ATTEST APPROVED AS TO FORM & LANGUAGE INCORP & FOR ECUTION 1 3/11 - 1 1' 2 6 ity, to eCRM SR: 1- FJ4XUY SL0833 09.22.11 AVER I 07/14/08 AT &T and Customer Confidential Information Page 1 of 9 1. INTRODUCTION 1._1 Overview of Documents. The terms and conditions governing the Services-that AT &T provides to Customer are set forth in this Master Agreement,. the following additional documents, and .any other documents executed by the parties and referencing this Master Agreement (which documents together with this Master Agreement are called "this Agreement "): (a) Pricing Schedules. A Pricing Schedule (including related attachments) identifies the Services AT &T may provide to. Customer, the price .(including discounts, if applicable) for each Service, and'the term during which such prices are in effect ( "Pricing Schedule Term"). (b) Tariffs Guidebooks. "Tariffs" are documents containing the standard descriptions, pricing, and other terms and conditions1or a Service that AT &T files with regulatory commissions. "Guidebooks" are documents containing the standard descriptions, pricing, and other terms and conditions for a Service that were, but no longer are, filed with regulatory commissions. Tariffs and Guidebooks may be found at att.com /servicepublications or other locations. AT &T may designate. (c) Acceptable Use Policy. AT &T's Acceptable Use Policy ( " AUP ") applies to Services provided over or accessing the Internet. The AUP may be found at att.com /auq or other locations AT &T may designate. (d) Service Guides. The description, pricing,. and other terms and conditions for the Service not covered by a Tariff or Guidebook may be contained in a Service Guide, which may be found at att.com /servicepublications or other locations AT &T may designate. 1.2 Priority of Documents. The order of priority of the documents that form this Agreement is: Pricing Schedules; this Master 'Agreement; the AUP; and Tariffs, Guidebooks and Service Guides; provided that, Tariffs will be first in priority in any jurisdiction where existing law or regulation does not permit contract terms to take precedence over inconsistent tariff terms. 1.3 Revisions: to Documents. Subject to Section 8.2(c) (Materially' Adverse Change), AT &T may revise Tariffs, Guidebooks; Service Guides or the AUP (collectively "Service Publications ") at any time. 1 :4 Execution by Affiliates. An AT &T Affiliate or Customer Affiliate may sign a Pricing Schedule referencing this Agreement in its own name and such Affiliate contract will be -a separate, but associated, contract incorporating the terms of this ' Master -Agreement with respect to that Pricing Schedule. Customer and AT &T will arrange to have their respective Affiliates comply with this Agreement,.regardless of whether an Affiliate has signed a Pricing Schedule. '11.5: Capitalized Terms. Capitalized terms not otherwise defined in this Agreement are defined in Section 11 (Definitions). 2. AT &T DEL'IVERAB'LES 2.1 Services: ,AT &T agrees to either provide or arrange to have an AT &T Affiliate provide Services to Customer in accordance with this Agreement, subject to availability and operational limitations of systems, facilities and equipment. Where required, an AT &T Affiliate authorized by the appropriate regulatory authority will be the service provider. 2.2 AT &T Equipment. Services may include use of certain equipment owned by AT &T that is located at the Site ( "AT &T Equipment "), °but title to the AT &T Equipment will remain with AT &T Customer must provide electric power for the AT &T Equipment and keep the AT &T Equipment physically secure and free from liens and encumbrances. Customer will bear the risk of', loss or damage to AT &T Equipment (other than ordinary wear and tear) except to the extent caused by AT &T or its.. agents. 2.3 Software. Any software used with the Services will be governed by the written terms and conditions applicable to such software. Title to software remains with AT &T or its supplier. Customer must comply with all such terms and conditions, and they take precedence over this Agreement as to such software: 3. CUSTOMER'S COOPERATION 3.1 Access Right. Customer will in a timely manner allow AT &T to access property and equipment that Customer controls as reasonably required to provide the Services, and Customer will obtain, at Customer's expense, timely access for AT &T to property that Customer does, not control (other than public property)' as reasonably required to provide the Services. Access rights include the right to construct, install, repair, maintain, replace and remove access lines and network facilities, -as well as to use ancillary equipment space within , a building, as necessary for Customer's. connection to AT &T's network.'' Customer must provide _AT &T timely information and access to Customer's facilities and equipment as AT &T reasonably requires to provide the Services, subject to Customer's reasonable security policies. Customer will furnish any conduit, holes, wireways, wiring, plans, equipment, space, power /utilities, and other items _reasonably required to perform installation of the eCRM SR: 1- FJ4XUY SL0833 09.22.11 UA VER 1 07/14/08 AT &T and Customer Confidential Information Page 2 of 9 Services, and obtain any necessary licenses, permits and consents (including easements and rights -of- way).. Customer will { have. the Site ready Jor AT &T to perform its work according to a mutually agreed schedule. 3.2 Safe Working Environment. Customer.will ensure that the location at which AT &T installs, maintains' provides Services is a suitable and safe working environment, free of Hazardous Materials. "Hazardous Materials" means any substance or material capable of posing an unreasonable risk to health, safety or property or whose use, transport, storage, handling, disposal, or release is regulated by any law related to pollution, protection of air, water, or soil, or health and safety. AT &T does not handle, remove or dispose of Hazardous Materials, and AT &T has no obligation to perform work at a location that is not a suitable and safe working environment. AT &T will not be liable for any Hazardous Materials. 3.3 Users. "User" means anyone who -uses or accesses any Service provided to Customer. Customer will.cause Users to comply with thisAgreement, and Customer agrees that Customer is responsible for Users' use of any Services, unless expressly provided to the contrary in applicable Service Publications. 3.4 Internet Services. If a Service is provided over or accesses the Internet, Customer, Customer's Affiliates, and Users must comply with the AUP. 15 Resale of `Services. Customer may not resell the Services to third parties without AT &T's written consent.. Where permitted under applicable law, Customer may resell the Services to Customer's. Affiliates without AT &T's consent. - 4. PRICING AND BILLING 4.1 Pricing and Pricing Schedule Term; Terms Applicable After End of Pricing Schedule Term. Unless a Pricing Schedule states, otherwise, the prices listed in a Pricing Schedule are stabilized. until the end of the Pricing Schedule Term. No promotion, credit or waiver set forth in a Service Publication will apply unless the Pricing Schedule states otherwise. At the . end.. of a Pricing Schedule Term, Customer will have the option. to either: (a) cease using the Service (which will require Customer to take all steps required by AT &T to terminate the Service); or (b) continue using the Service under a month -to month service arrangement. Unless a Pricing Schedule states. otherwise, during any month -to -month service arrangement, the prices, terms and conditions in effect on the last day of the Pricing Schedule Term will continue until changed by AT &T on 30 days' prior notice to Customer. 4.2 Additional Charges and Taxes. Prices set forth in a Pricing Schedule are exclusive of, and Customer will pay, all ,current and future _taxes (excluding those on AT &T's net income), surcharges, recovery fees, custom clearances, duties, . levies, shipping charges, and other similar charges (and any associated interest and penalties resulting from Customer's failure to timely pay such taxes or similar charges) relating to the sale, transfer, of ownership, installation, license, use or provision of the Services, except to the extent Customer provides proof of a valid tax exemption prior to the delivery of Services.' To the extent Customer is required by law to withhold or deduct any applicable taxes from payments due to AT &T, Customer will use reasonable commercial efforts to minimize any such taxes to the extent allowed by law or treaty, and , Customer will furnish AT &T with such evidence as may be required by relevant taxing authorities to establish that such tax has been paid so that AT &T may claim any applicable credit. 4.3 Billing. Unless a Pricing Schedule specifies otherwise, Customer's obligation to pay for, all Services will begin upon - installation and availability of the Services to Customer. AT &T will invoice.Customer for the Services. on a monthly basis, or otherwise as specified in the Pricing Schedule. Customer will pay AT &T without deduction (except for withholding taxes as provided in Section 4.2 — Additional Charges and Taxes), setoff (except as provided in Section 4.5 7 Delayed Billing; Disputed Charges), or delay for any reason. At Customer's request, but subject to AT &T's consent (which may be withheld if there will be operational, impediments or tax consequences), Customer's Affiliates may be invoiced separately and AT &T will accept payment from such Affiliates. Customer will be responsible for payment if Customer's Affiliates do not pay charges in accordance with this Agreement. AT &T may require Customer or its Affiliates to tender a deposit if AT &T determines, in its reasonable-judgment, that Customer or Customer's Affiliates are not creditworthy. 4.4 ` Payments-- Payment is due within 30 days after the date of the invoice (unless another date is specified in an -applicable Tariff or Guidebook) and must refer to the invoice number. Charges must be paid in the currency specified in the invoice. Restrictive endorsements or other statements on checks are void. AT &T may charge late payment fees (a) for Services contained in a Tariff or Guidebook, at the rate specified therein, or (b) for all other Services, at the lower of 1.5% per . month (18% per annum) or the maximum rate allowed by law for overdue payments. 4.5 Delayed Billing; Disputed Charges. Customer will not be required to pay charges for Services invoiced more than 6 months after close of the billing month in which the charges were incurred, except for automated or live operator assisted calls of any type. If Customer disputes a charge, Customer will provide notice to AT &T specifically identifying the charges and the reason it is disputed within 6 months after the date of the affected invoice or Customer waives the right to dispute the charge (except to the',extent applicable law or regulation otherwise requires). Disputed charges may be withheld, but if not paid when due, Customer will incur late payment fees in accordance with Section 4.4. .(Payments); however, to the extent AT &T determines the charges Customer disputed and withheld were invoiced in error, late payment fees for such charges will be reversed. ; eCRM -SR: 1- FJ4XUY . SL0833 09.22.1.1 UA VER I 07/14/08 AT &T and Customer Confidential Information Page 3 of 9 4.6 MARC. Minimum Annual Revenue Commitment ( "MARC ") means an annual revenue commitment of MARC- Eligible Charges set forth in a Pricing Schedule that Customer agrees to satisfy during each 12 consecutive month period of the Pricing Schedule Term. At the end of each such `12 month period if Customer has failed to satisfy -the MARC for the preceding 12, month period, - Customer will be invoiced a shortfall charge in an amount equal to the difference between the. MARC and the total; of the applicable MARC- Eligible Charges incurred during the 12 month period, and payment will be due in accordance with Section 4.4 (Payments): 4.7 Adjustments to MARC. (a) In the event of a business downturn beyond Customer's control, or a corporate divestiture; merger, acquisition or significant restructuring or reorganization of Customer's business, or network optimization using other- Services, or. reduction of AT &T's prices, or force majeure events, any of which significantly impairs, Customer's ability to meet : Customer's MARC, AT &T will offer to adjust the affected MARC to reflect Customer's reduced usage of Services (with a corresponding adjustment to the prices or discount available at the reduced MARC level). If the parties reach mutual agreement on a revised MARC, AT &T and Customer will amend the affected Pricing Schedule prospectively.. This Section 4.7 will not apply to a change resulting from Customer's decision to use service. providers other thane AT &T.. Customer will provide AT &T written notice and evidence of. the conditions Customer believes will, require the application of this provision. This provision does not constitute a waiver of any charges, including monthly recurring charges and shortfall charges Customer incurs prior to amendment of the affected .Pricing Schedule. (b) If Customer, through merger, consolidation, acquisition or otherwise; acquires a new business or operation, Customer and AT &T may mutually agree to include the new business or operation under this Agreement. Such agreement will specify the impact, if any; of such addition on Customer's MARC.or other volume or growth discounts, and Customer's attainment thereof. 5. CONFIDENTIAL INFORMATION 5.1 Confidential Information: Confidential Information means: (a) information the parties share with each other in connection with this Agreement or in anticipation of providing Services under this Agreement, but only to the extent identified as Confidential Information in, writing; and (b) except as may be required by applicable law or- regulation, (including without limitation Florida Public Records law, as same may be amended from time to time) the terms of this Agreement, and any pricing or other proposals. 5.2 Obligations. Each party's Confidential Information will, for a period of 3 years following its disclosure to the other a party (except in the, case .of software, which is indefinite): (a) be held in confidence; (b) be used and transmitted between countries only for purposes of using the Services or performing this Agreement (including in the case of AT &T, the ability to utilize Customer's Confidential Information in order to detect fraud, check quality, and to operate, maintain and repair the Services); -and (c) not be disclosed, except-to the receiving party's employees, agents and contractors having a need -to -know (but only if such agents and contractors are not direct competitors of the other party and agree in writing to use and disclosure restrictions as restrictive as this Section 5); or to the extent authorized to be revealed by law (including without limitation Florida Public Records law, as same maybe amended from time to time), governmental authority, or legal process (but only if such disclosure is limited to that which is so authorized and reasonable notice is provided to the disclosing party to the extent practicable and -not prohibited by law, governmental authority or legal process). 5.3 Exceptions. The restrictions in this. Section will not apply to any information that: (a) is independently developed by the :receiving party;; (b) is` lawfully °'received by.the receiving party free of any obligation to keep it confidential; (c) becomes generally available to the public other than by breach of this Agreement, or (d) if otherwise subject to disclosure, inspection, and /or copying pursuant to Florida Records law, as same maybe amended from time to time. '5.4 Privacy Laws. Each party is responsible for complying with the privacy laws applicable to its business. if Customer does not want AT &T personnel to 'comprehend Customer data to which they. may have access in performing Services, Customer should encrypt such data so that it will be unintelligible. Until directed otherwise by Customer in writing, .if AT &T designates a dedicated account representative as Customer's 'primary contact with AT &T, Customer authorizes that representative to discuss and disclose Customer's .customer proprietary network information (CPNI) to any employee or agent,. of Customer without a need for further authentication or authorization. 6. DISCLAIMERS AND LIMITATIONS OF LIABILITY 6.1 Disclaimer of Warranties. AT &T MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, OF MERCHANTABILITY,. FITNESS FOR A PARTICULAR PURPOSE; TITLE; NON - INFRINGEMENT, OR ANY WARRANTY ARISING BY USAGE. OF TRADE OR COURSE OF DEALING.. FURTHER, AT &T MAKES NO REPRESENTATION OR WARRANTY THAT TELEPHONE CALLS, OR OTHER TRANSMISSIONS WILL BE ROUTED OR COMPLETED WITHOUT ERROR OR INTERRUPTION (INCLUDING CALLS TO 911. OR ANY SIMILAR EMERGENCY RESPONSE NUMBER), OR GUARANTEE REGARDING NETWORK SECURITY, THE ENCRYPTION EMPLOYED BY ANY SERVICE, THE INTEGRITY OF ANY DATA THAT IS SENT, BACKED eCRM SR: 1'- FJ4XUY SLO833 09.22.11 UA VER 1 07/14/08 E AT &T and Customer Confidential Information Page 4 of 9 UP, STORED OR SUBJECT TO LOAD BALANCING, OR THAT AT &T'S SECURITY PROCEDURES WILL PREVENT THE LOSS OR ALTERATION OF, OR IMPROPER ACCESS TO, CUSTOMER'S DATA AND CONFIDENTIAL INFORMATION. - 622 Limitation of Liability. (a) AT &T'S ENTIRE LIABILITY, AND CUSTOMER'S EXCLUSIVE REMEDY, FOR DAMAGES ARISING OUT OF MISTAKES; OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS- OR DEFECTS IN THE SERVICES, AND NOT CAUSED. BY CUSTOMER'S NEGLIGENCE OR WILLFUL MISCONDUCT, SHALL IN NO EVENT EXCEED THE APPLICABLE CREDITS SPECIFIED IN­A SERVICE PUBLICATION OR PRICING SCHEDULE, OR IF NO CREDITS ARE SPECIFIED, AN AMOUNT EQUIVALENT TO THE PROPORTIONATE CHARGE TO CUSTOMER FOR THE PERIOD OF SERVICE DURING WHICH SUCH MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR OR DEFECT IN. THE SERVICES OCCURS AND CONTINUES. IN NO EVENT SHALL ANY OTHER LIABILITY ATTACH TO AT &T. (b) SECTION'6.2(a) WILL NOT APPLY, TO: 0) BODILY INJURY, DEATH, OR DAMAGE TO REAL OR TANGIBLE PROPERTY`DIRECTLY CAUSED BY AT &T'S NEGLIGENCE; (ii) BREACH OF SECTION. 5 (Confidential Information), SECTION 10.1 (Publicity), OR SECTION 10.2 (Trademarks); (iii) `SETTLEMENT, DEFENSE OR PAYMENT OBLIGATIONS UNDER SECTION 7 (Third Party Claims); OR (iv) DAMAGES ARISING FROM AT &T'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (c) NEITHER. PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES, OR INCREASED COST OF OPERATIONS. 6.3 Disclaimer of Liability. AT &T WILL NOT BE LIABLE FOR ANY DAMAGES, EXCEPT TO THE EXTENT CAUSED BY AT &T'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ARISING OUT OF OR RELATING TO;. INTEROPERABILITY, ACCESS OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENT, OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; SERVICE DEFECTS, SERVICE LEVELS, DELAYS, OR INTERRUPTIONS (EXCEPT FOR .LIABILITY FOR SUCH EXPLICITLY SET FORTH- IN THIS AGREEMENT); ANY INTERRUPTION OR ERROR IN ROUTING OR COMPLETING CALLS OR' OTHER TRANSMISSIONS (INCLUDING 911. CALLS OR SIMILAR EMERGENCY RESPONSE NUMBER); LOST OR ALTERED . . MESSAGES OR TRANSMISSIONS; OR UNAUTHORIZED ACCESS ''TO OR THEFT, ALTERATION, LOSS, OR DESTRUCTION OF CUSTOMER'S, ITS AFFILIATE'S, USERS', OR THIRD PARTIES' APPLICATIONS, CONTENT, DATA, PROGRAMS, CONFIDENTIAL INFORMATION, NETWORK, OR SYSTEMS. 6.4 Application and Survival. The disclaimer of warranties and Limitations of liability set forth in this Agreement will apply regardless of the form of action, whether in contract, equity, tort, strict liability or otherwise and whether damages were foreseeable, and will apply so as to limit the liability of, each party and its Affiliates, and their respective employees, directors, subcontractors, and suppliers. The limitations of Liability and disclaimers set out in this Section 6 will survive failure.of any exclusive remedies provided in this Agreement. 7. THIRD PARTY CLAIMS 7.1 AT &T's Obligations. AT &T agrees at its expense to defend or settle any third - party claim against Customer, its ,Affiliates, and its and their respective employees and directors, and to pay all compensatory'Damages that a court may.finally award against such,parties to the extent the claim alleges that a Service provided to Customer under this Agreement infringes any patent, trademark, copyright, or trade secret, but not in circumstances where the claimed infringement arises out of or results from: (a) Customer's, its Affiliate's or a User's content; (b) modifications to the Service by Customer, its Affiliates or .',third parties, or combinations of the Service with any services or products not provided by AT &T; (c) AT &T's adherence to Customer's or its Affiliate's written requirements; or (d) use of the Service in violation of this Agreement. 7.2 Customer's Obligations. Customer agrees at its expense to defend or settle any third -party claim against AT &T, AT &T's' Affiliates, and its and their respective employees, directors, subcontractors, and suppliers, and to pay- all compensatory Damages that a court may finally award against such parties to -the extent the claim: (a) arises out of Customer's, its Affiliate's, or a User's access to, or use of, the Services and the claim'is not the responsibility of AT &T under Section 7.1; (b) alleges that a Service infringes any patent, trademark, copyright or trade secret, and falls within the exceptions eCRM SR: 1- FJ4XUY SL0833 09.22.11 UA VER-L, 07/14/08 AT &T and Customer Confidential Information Page 5 of 9 in Section 7.1; or (c) alleges a breach by Customer, its Affiliates, or Users of a software license agreement governing software provided in connection with the Services, and the claim is not the responsibility of AT &T under 7.1. 7.3 Infringing Services. Whenever AT &T is liable under Section 7.1, AT &T may at.its option either procure the right for Customer to continue using, or replace or modify, the alleged infringing Service so that the Service becomes non- infringing. 7.4 Notice and Cooperation. The party seeking defense or settlement of .a third party claim under this Section 7 will notify the other party promptly upon learning of any claim for which defense or settlement may be sought; but failure to do so will have no effect except to the extent the other party is prejudiced thereby. The party seeking defense or settlement will allow the other party to control the defense and settlement of the claim and will reasonably cooperate with the defense; but the defending party will, use counsel reasonably experienced in the subject matter at issue, and will not settle a claim without the consent of the party being defended, which consent will not be unreasonably withheld or delayed, except that no consent will be required where relief on the claim is limited to monetary damages that are paid by the defending party under this Section 7. 8. SUSPENSION AND TERMINATION 8.1 Termination of Agreement. This Agreement may be terminated immediately upon notice by either party if the other party becomes insolvent, ceases operations, is the subject of a'bankruptcy petition, enters receivership or any state insolvency proceeding, or makes an assignment for the benefit of its creditors. .:8 Termination or Suspension of Services. The following additional termination provisions, apply: (a) Fraud or,Abuse. AT &T may terminate or.suspend an affected Service,.and if the activity implicates the entire Agreement, terminate the entire Agreement, immediately byproviding Customer with as much advance notice as is reasonably practicable under the' circumstances if Customer: (i) commits a fraud upon AT &T; (ii) utilizes the Service to commit;a fraud upon another party; (iii) 'unlawfully uses the Service; (iv) abuses AT &T's network or Service; or (v) interferes with another customer's use of AT &T's network or services. (b) Material Breach. If either party fails to perform or observe any material term or condition of this Agreement, including non - payment of charges (subject to Section 4.5 — Delayed Billing; Disputed Charges), and such failure continues unremedied for 30 days after receipt of notice, the non - breaching party may terminate the affected Service,.and, if the breach implicates the entire Agreement, terminate the entire Agreement. ` If Customer is in breach, AT &T may elect. to suspend (and later terminate) the affected Service, and if the breach. implicates the entire Agreement, suspend, (and later terminate) the entire Agreement. (c) Materially Adverse Change. If AT &T revises a Service Publication and the revision has a materially adverse impact on Customer, and AT &T does not effect revisions that remedy such materially adverse impact within 30 days after notice from Customer, then Customer may, as Customer's sole remedy, elect to terminate the affected Service Components on 30 days' notice to AT &T, given not later than 180 days after Customer first learns of the revision to the Service Publication. However, a revision to a Service Publication will not be considered materially adverse to Customer;if it changes prices that are not fixed (stabilized) in a Pricing Schedule, if the price change was mandated by a governmental authority, or if the change affects a charge imposed under Section 4.2-(Additional Charges and Taxes). (d) Internet Services. If Customer fails to rectify a violation of the AUP within 5 days after receiving notice from AT &T, AT &T may suspend the applicable portion of the Service. AT &T has the right; however, to suspend or terminate the applicable. portion of the Service immediately when: (i) AT &T's suspension or termination is in response to multiple or repeated AUP violations or complaints; (ii) AT &T is acting in response to a court order or governmental notice that certain conduct must be stopped; or (iii) AT &T reasonably determines: (a) that it may be exposed to sanctions, liability, prosecution, or other adverse consequences under applicable law if AT &T were to allow the violation to continue; (b) that such violation may cause harm to or interfere with the integrity or normal operations or security of AT &T's network or networks with which AT &T is interconnected or interfere with another customer's use of AT &T Services or the Internet; or (c) that such violation otherwise presents` imminent risk of harm to AT &T or AT &T's customers or their respective employees. (e) Infringing Services. If neither of the options described in Section 7.3 (Infringing Services) are reasonably available,' AT &T may terminate the affected Service without liability other than as stated in Section 7.1. (AT &T's Obligations). (f) - Hazardous Materials. If AT &T encounters any Hazardous Materials at the Site where AT &T is to install, maintain or provide Services, AT &T may terminate the .affected Service or Service Component, or suspend performance until Custom erxemoves and remediates Hazardous Materials at Customer's expense in accordance with applicable law. eCRM SR: 1- FJ4XUY SL0833 09.22.11 UA VERI 07/14/08 AT &T and Customer Confidential Information Page 6 of 9 8.3 Withdrawal of Services. Notwithstanding, that a. Pricing Schedule may commit AT &T to provide a Service to Customer for a Pricing Schedule Term, and unless applicable law or regulation - mandates otherwise, AT &T may discontinue providing a Service upon 12 months' notice, or a Service Component upon 120 days' notice, but only where-AT &T generally discontinues providing the Service or Service Component to similarly— situated customers. 8.4 Effect of Termination. (a), Unless provided herein to the contract, termination by either party of a Service does not waive any other ,rights or remedies a party may. have under this Agreement. Termination or suspension of a Service will not `affect the rights and obligations of the parties regarding any.other Service. (b) If a Service or Service Component is terminated, Customer will pay all amounts incurred prior to the effective date of . 'termination. If Customer terminates a Service or Service Component prior to the date Customer's obligation to pay for Services begins as provided in Section 4.3 (Billing), Customer will reimburse AT &T for time' and materials incurred prior to the effective date of termination, plus any third party charges resulting from the termination. 8:5 Termination Charges. (a) If Customer terminates this Agreement or, an affected Service or Service Component pursuant to Sections 8.1 (Termination of Agreement) 8.2(b) (Material Breach), or 8.2(c) (Materially Adverse Change); AT &T terminates a Service pursuant to Section 8..2(e) (Infringing Services), or AT &T withdraws a Service pursuant to Section 8,3 (Withdrawal, of Services), Customer will not be liable for the termination charges set forth in Section 8.5(b)., (b) If Customer terminates a Service or Service Component other than as set forth in Section 8.5(a), or AT &T terminates an affected Service or Service Component pursuant to Sections 8.1 (Termination of Agreement), or 8.2(a) (Fraud or Abuse), 8.2(b) (Material Breach), 8.2(d) (Internet Services), 'or 8.2(f) (Hazardous Materials), Customer will pay applicable, termination charges as follows: (i) if termination occurs before the end of the Minimum Payment Period, 'Customer;will pay 50% (unless a different percentage is specified in the Pricing Schedule) of the monthly recurring . charges for the terminated Service or Service Component multiplied by the months remaining in the Minimum Payment Period, plus any waived or unpaid" non- recurring charges identified in the Pricing Schedule (including, but not limited to, any and all charges for failure to satisfy a .Minimum Retention Period (MRP)), plus any charges incurred by AT &T from a third party (e.g., .not an AT &T Affiliate) due to the termination, all of which will, if`applicable, . be applied to Customer's MARC- Eligible Charges; and (ii) if Customer terminates. a Pricing Schedule that has a MARC, Customer will pay an amount equal to 50% of the unsatisfied MARC, after applying amounts received pursuant to (i), for the balance of the Pricing Schedule. Term. (c) The charges set- forth in Section 8.5(b)(i) will not apply if a terminated Service Component is replaced with an upgraded .Service Component at the same Site, but only if (i) the Minimum Payment Period and associated charge for the replacement Service Component are equal to or greater than the Minimum Payment Period and as charge for the terminated Service Component, and (ii) the upgrade is not restricted in the applicable Service Publication. 9. IMPORT /EXPORT CONTROL The parties. acknowledge that equipment, services, software, and technical information (including technical assistance and training) provided under this Agreement may be subject to import and export laws conventions or regulations, and any use or transfer; of the equipment, products, software, and technical information must be in compliance with all such laws, conventions and regulations. The parties will not use, distribute, transfer, or transmit the. equipment, services, software, or technical information (even if incorporated into other products) except in compliance with such laws, conventions and regulations.. Customer, not AT&T, is responsible for complying with such laws, conventions and regulations for all information, equipment and software. Customer transmits between countries using the Services: 10. MISCELLANEOUS PROVISIONS 1.0.1 Publicity. Neither party may issue any public statements or announcements relating to the -terms of this Agreement or the provision of Services without the prior written consent of the other party. 1,0.2 Trademarks. Each party agrees not to display or use, in advertising or otherwise, any of the other party's trade names, logos, trademarks, service marks, or other indicia of origin without the other party's prior written consent, which consent may be revoked at any time by notice. 10. -3 Force Majeure. Except for payment of amounts due, neither party will be liable for any delay, failure in'performance, loss 'or damage due to fire, explosion, cable cuts, power blackout, earthquake, flood, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism, acts "of God, acts of a public enemy, acts or omissions of carriersor suppliers, acts of regulatory or governmental' agencies, - or other causes beyond such party's reasonable control. eCRM SR: 1- FJ4XUY SL0833 09.22.1 UA VER I 07/14/08 AT &T and Customer Confidential Information :4 Page 7 of 9 10.4 Amendments and Waivers. Any supplement to or modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties. A waiver by either party of any breach of this Agreement will not operate as a waiver of any other breach of this Agreement: 10.5 Assignment and Subcontracting. (a) This Agreement may not be assigned by either party without the prior written consent of the other party (which consent will not be unreasonably withheld or delayed). Customer may, without AT &T's consent, but upon notice to AT &T, assign in whole or relevant part, its .rights and obligations under this Agreement to an Affiliate, but Customer will remain financially responsible for the performance of. such obligations. AT &T may, without Customer's consent, assign in whole or relevant part, its rights and obligations under -this Agreement to an Affiliate, or subcontract to an . Affiliate or a third party, work to be performed under this Agreement, but AT &T will in each such case remain financially responsible for the performance of such obligations. (b). In countries where AT &T does not have an Affiliate to provide Service, AT &T may assign rights and obligations related to a Service to a local service provider, but AT &T will remain responsible to Customerfor such obligations. In certain countries, Customer may be required to contract directly the local service provider. , (c) Any assignment other than as permitted by this Section 10.5 is void. 10.6 Severability. If any portion of this Agreement is found to be invalid or unenforceable or if, notwithstanding Section 10.10 (Governing Law), applicable law mandates a different interpretation or result, the remaining provisions will remain in effect and the parties will negotiate in good faith to substitute for such invalid, illegal, or unenforceable provision a mutually acceptable provision consistent with the original intention of the parties. 10.7 Injunctive Relief. Nothing in this Agreement is intended, or should be. construed, to limit a party's right to seek preliminary or permanent injunctive relief from a court of competent jurisdiction for a breach of any provision of this Agreement. 10.8 Legal Action. Any legal, action arising in connection with this Agreement must be filed within 3 years after the cause of action accrues or. it will be deemed time - barred and waived. The parties waive any statute of limitations to the contrary. 10.9 = Notices. All notices required under this Agreement will be delivered.in'writing to the recipient's contact designated on the cover page of this Master Agreement, onto such other contact as designated in writing from time to time. Notices shall be by' internationally recognized overnight courier, certified or registered mail, email, or facsimile and will be effective upon receipt or when delivery is refused, whichever occurs sooner. 10.10 Governing Law. This Agreement will be governed by the law of the State of Florida, without regard to its conflict of law principles. The United Nations Convention on Contracts for International Sale of Goods will not apply. Venue of any action arising out of or resulting from this agreement will be in Miami -Dade County, FL. 10.11 Compliance with Laws. Each party will comply with all applicable laws, regulations., and orders issued by courts or other governmental {bodies of competent jurisdiction. 10.12 No Third Party Beneficiaries. This Agreement is for the benefit of Customer and AT &T, and does not provide any third party (including Users) the right to enforce or bring an action for any remedy, claim, liability, reimbursement, cause of action, or other.right or privilege. 10.13 Survival. The respective obligations of Customer and AT &T that by their nature would continue beyond the termination or expiration of this Agreement, including without limitation, the obligations set forth in Section 5 (Confidential Information), Section 6 (Disclaimers and Limitations of Liability), and Section 7 (Third Party Claims), will survive - term ination or expiration: 10.14 Agreement Language. The authentic language of this Agreement is English. If there is a conflict between this Agreement and any translation, the English version will take precedence. 1`0.15 Entire Agreement. This Agreement ' constitutes the entire agreement between the parties with .respect to the Services provided under this Agreement. Except as provided in Section 2.3 (Software), this Agreement supersedes all other agreements, proposals, representations, statements or understandings, whether written or oral, concerning the Services or the rights and obligations relating to the Services, and the parties disclaim any reliance thereon. This Agreement will riot be modified or supplemented by any written or oral statements, proposals, representations, advertisements, service descriptions or purchase order forms not expressly set forth in this Agreement. eCRM SR: 1- FJ.4XUY SL0833 09.22.11 UA VER 1 07/14/08 AT &T and Customer Confidential Information Page 8 of 9 .11. DEFINITIONS The following terms`.have the meanings set forth below: "Affiliate" of a party means any entity that controls, is controlled by, or is under common control with, such party. "Damages" means collectively all injury, damage liability, loss, penalty, interest and expense incurred. "Effective Date" means, for any Pricing Schedule, the date on which the last party signs the Pricing, Schedule unless a later date is required by regulation or law. "MARC- Eligible Charges" means, unless the applicable Pricing Schedule indicates otherwise, the recurring and usage charges, after deducting applicable discounts and credits (other than outage or SLA credits), that AT &T charges Customer for the Services identified in the applicable Pricing Schedule as MARL- contributing. The following are not MARC- Eligible, Charges:. (a) charges for or in connection with Customer's purchase of equipment; (b) taxes; and (c) charges imposed in connection with governmentally imposed costs ,or fees (such as USF, PICC, payphone service provider compensation, E911 and deaf relay charges). "Minimum Payment Period" means, in respect to any Service, the minimum period for which Customer is required to pay recurring charges for the Service, as specified in the Pricing Schedules or Service Publication for that Service. Minimum Retention Period" means, in respect to any Service, the period of time for which Customer is required to maintain service to avoid the payment of certain credits, waived charges, or unpaid amortized charges, all as specified in the Pricing Schedule or Service Publication forthat- Service. "Service Component" means an individual component of a Service provided under this Agreement. "Site means Customer's physical location, including Customer's collocation space on AT &T's, its Affiliate's, or subcontractor's property, .where AT &T installs or provides a Service. eCRM.SR: 1- FJ4XUY, SL0833.09.22.11 UA VER 1 07/14/08 AT &T and Customer Confidential Information Page 9 of 9 _.