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MASTER AGREEMENT
<br />(c} If Customer or AT&T terminates a Service or Service Component after Cutover other than as set forth in Section 8.4(a),
<br />Customer will pay applicable termination charges as follows: (i) 50% (unless a different percentage is specified in the Pricing
<br />Schedule) of the monthly recurring charges for the terminated Service or Service Component multiplied by the months
<br />remaining in an applicable Minimum Payment Period; (ii) if termination occurs before the end of an applicable Minimum
<br />Retention Period, any associated credits or waived or unpaid non-recurring charges; and (iii) any charges incurred by AT&T
<br />from a third party (i.e., not an AT&T Affiliate) due to the termination. The charges set forth in Sections 8.4(c)(i) and (ii) will not
<br />apply if a terminated Service Component is replaced with an upgraded Service Component at the same Site, but only if the
<br />Minimum Payment Period or Minimum Retention Period, as applicable, (the °Minimum Period") and associated charge for the
<br />replacement Service Component are equal to or greater than the corresponding Minimum Period and associated charge for the
<br />terminated Service Component, respectively, and if the upgrade is not restricted in the applicable Service Publication.
<br />(d) In addition, if Customer terminates a Pricing Schedule that has a MARC, Customer will pay an amount equal to 50% of the
<br />unsatisfied MARC for the balance of the Pricing Schedule Term.
<br />9. IMPORTIEXPORT CONTROL
<br />Neither party will use, distribute, transfer or transmit any equipment, services, software or technical information provided under this
<br />Agreement (even if incorporated into other products) except in compliance with all applicable import and export laws, conventions and
<br />regulations.
<br />10. MISCELLANEOUS PROVISIONS
<br />10.1 Publicity. Neither party may issue any public statements or announcements relating to the terms of this Agreement or to the
<br />provision of Services without the prior written consent of the other party.
<br />10.2 Trademarks. Each party agrees not to display or use, in advertising or otherwise, any of the other party's trade names, logos,
<br />trademarks, service marks or other indicia of origin without the other party's prior written consent, which consent may be revoked at any
<br />time by notice.
<br />10.3 Force Majeure. Except for payment of amounts due, neither party will be liable for any delay, failure in performance, loss or
<br />damage due to fire, explosion, cable cuts, power blackout, earthquake, flood, strike, embargo, Tabor disputes, acts of civil or military
<br />authority, war, terrorism, acts of God, acts of a public enemy, acts or omissions of carriers or suppliers, acts of regulatory or governmental
<br />agencies or other causes beyond such party's reasonable control.
<br />10.4 Amendments and Waivers. Any supplement to or modification or waiver of any provision of this Agreement must be in writing
<br />and signed by authorized representatives of both parties. A waiver by either party of any breach of this Agreement will not operate as a
<br />waiver of any other breach of this Agreement.
<br />10.5 Assignment and Subcontracting
<br />(a) Customer may, without AT&T's consent but upon notice to AT&T, assign in whole or relevant part its rights and obligations
<br />under this Agreement to a Customer Affiliate. AT&T may, without Customers consent, assign in whole or relevant part its rights
<br />and obligations under this Agreement to an AT&T Affiliate. In no other case may this Agreement be assigned by either party
<br />without the prior written consent of the other party (which consent will not be unreasonably withheld or delayed). In the case of
<br />any assignment, the assigning party shall remain financially responsible for the performance of the assigned obligations.
<br />(b) AT&T may subcontract to an Affiliate or a third party work to be performed under this Agreement but will remain financially
<br />responsible for the performance of such obligations.
<br />(c) In countries where AT&T does not have an Affiliate to provide a Service, AT&T may assign its rights and obligations related to
<br />such Service to a local service provider, but AT&T will remain responsible to Customer for such obligations. In certain countries,
<br />Customer maybe required to contract directly with the local service provider.
<br />10.6 Severability. If any portion of this Agreement is found to be invalid or unenforceable or if, notwithstanding Section 10.10
<br />(Governing Law}, applicable law mandates a different interpretation or result, the remaining provisions will remain in effect and the parties
<br />will nego0ate in good faith to substitute for such invalid, illegal or unenforceable provision a mutually acceptable provision consistent with
<br />the original intention of the parties.
<br />10.7 Injunctive Relief. Nothing in this Agreement is intended to or should be construed to prohibit a party from seeking preliminary or
<br />permanent injunctive relief in appropriate circumstances from a court of competent jurisdiction.
<br />10.8 Legal Action. Any legal action arising in connection with this Agreement must be filed within two (2) years after the cause of
<br />action accrues, or it will be deemed time-barred and waived. The parties waive any statute of limitations to the contrary.
<br />10.9 Notices. Any required notices under this Agreement shall be in writing and shall be deemed validly delivered if made by hand (in
<br />which case delivery will be deemed to have been effected immediately), or by overnight mail (in which case delivery will be deemed to
<br />have been effected one (1) business day after the date of mailing), or by first class pre-paid post (in which case delivery will be deemed to
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