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<br />ATBT Agreement
<br />Individual Case Basis Terms & Conditions For State Local Exchange Carrier Telco Services
<br />Agreement. If Customer terminates a Service or a Service Component for material breach, Customer shall not be liable
<br />for any Termination Charges.
<br />5.3 Force Maieure. Except in the case of payment of amounts due, neither Party will be liable to the other Party for any failure
<br />of performance due to any cause beyond that Party's reasonable control, including acts of God, fire, explosion,
<br />vandalism, terrorism, cable cut, storm, or other similar occuRence, any law, order, regulation, direction, action, or request
<br />by any government, civil, or military authority, national emergencies, insurrections, riots, wars, labor difficulties, supplier
<br />failures, shortages, breaches, or delays, or preemption of existing Service to restore Service in compliance with the
<br />regulatory rules and regulations, or, in the case of AT&T, delays caused by Customer or Customer's service or equipment
<br />vendors.
<br />5.4 Assianment. Neither this Agreement (including any Pricing Schedule) nor any interest therein may be assigned, sublet,
<br />or in any manner transferred by Customer without the prior written consent of AT&T. Any attempted assignment or
<br />transfer in contravention of the preceding sentence will be void. AT&T may assign or subcontract any portion of the
<br />Services to be perFormed without Customer's prior written approval.
<br />5.5 Use of Confidential Information. During the Term, each Party may obtain Confidential Information from the other Party.
<br />Written or other tangible Confidential Information must at the time of disclosure be identified and labeled as Confidential
<br />Information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information must be
<br />identified as confidential at the time of the disclosure, with subsequent confirmation in writing within 15 days after
<br />disclosure. Neither Party may during the Term and for 3 years thereafter disclose any of the other Party's Confidential
<br />Information to any third party. Neither Party may use the other Party's Confidential Information except to perform its
<br />duties under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (i)
<br />already known to the receiving Party, (ii) becomes publicly available through no wrongful act of the receiving Party, (iii)
<br />independently developed by the receiving Party without benefit of the disclosing Party's Confidential Information, or (iv)
<br />disclosed by the disclosing Party to a third party without an obligation of confidentiality. Upon termination of this
<br />Agreement or an applicable Pricing Schedule, each Party will return the other Party's Confidential Information.
<br />5.6 Customer Infonnation; Access and Safe Workinp Environment. AT&T may rely on any information provided by Customer
<br />and assumes no liability for any damages or costs that result from errors or omissions in such information. Customer shall
<br />provide AT&T with timely access to Customer information, facilities or equipment as AT&T reasonably requires to provide
<br />the Services and keep AT&T informed on developments in Customer's business or operations that may impact Service.
<br />AT&T may share Customer information and Confidential Information (including billing and usage information for Services
<br />purchased) with AT&T Afriliates and inform Customer of other AT&T producUservice offerings. Customer shall maintain
<br />the Site in a suitable and safe working environment, free of Hazardous Materials. Customer represents and warrants that
<br />the area of the Site where AT&T performs Services is free of Hazardous Materials. AT&T does not handle, remove or
<br />dispose of, nor does AT&T accept any liability for, any Hazardous Materials at the Site. Customer shall pay AT&T for any
<br />damages, costs, fines or penalties AT&T incurs as result of the presence or release of such Hazardous Materials. If AT&T
<br />encounters any such Hazardous Materials, AT&T may terminate this Agreement or suspend performance until Customer
<br />removes and cleans up at its expense Hazardous Materials in accordance with this Agreement and applicable law. For
<br />purposes hereof, "Hazardous Materials" means any substance whose use, transport, storage, handling, disposal, or
<br />release is regulated to any law related to pollution, protection of air, water, or soil, or health and safety.
<br />5.7 Publici . During the Term, AT&T may refer to Customer, orally and in writing, as a customer of AT&T and may publish a
<br />press release announcing in general terms that AT&T and Customer have entered into this Agreement and AT&T may in
<br />general terms describe the activities contemplated hereunder. Any other reference to one Party by the other Party
<br />requires written consent of the first Party.
<br />5.8 Limitation of Liabilitv. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,
<br />PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION
<br />DAMAGES RELATED TO LOST PROFITS, TOLL FRAUD, LOSS OF USE, AND LOSS OF DATA, OR FAILURE TO
<br />REALIZE SAVINGS OR BENEFITS) ARISING UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY
<br />OF SUCH LOSS. EXCEPT AS OTHERWISE PROVIDED IN ANY APPLICABLE TARIFF, THE TOTAL AGGREGATE
<br />LIABILITY OF AT&T, ITS SUPPLIERS, LICENSORS, AFFILIATES, DIRECTORS, OFFICERS, AND/OR EMPLOYEES
<br />UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO
<br />EXCEED AMOUNTS ACTUALLY PAID BY CUSTOMER DURING THE 3-MONTH PERIOD IMMEDIATELY
<br />PRECEDING THE DATE OF THE CIRCUMSTANCES GIVING RISE TO THE FIRST CLAIM FOR DAMAGES UNDER
<br />THIS AGREEMENT.
<br />5.9 Indemnities. Customer will indemnity and defend AT&T, its directors, officers, employees, agents and their successors
<br />("Agents") from and against any and all third party claims and related loss, liability, damage and expense, including
<br />CONFIDENTIAL /NFORMAT/ON
<br />Except with respect to Services provided in Ohio, this agreemenf is for use by aufhorized employees of the parties hereto only
<br />and is not for general distribution within or oufside their companies.
<br />Agreement for ICB State Local RBOC reg
<br />Exchange Telco Services Page 4 of 7 02/07/07 Iv9099
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