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obligation to protect such information frau disclosure and will be free to reproduce, use, and distribute the information to others without
<br /> restriction.
<br /> BellSouth will also be free to use any ideas, concepts, know-how or techniques contained in such information or developed by them, for any purpose
<br /> whatsoever including but not limited to developing, manufacturing and marketing Services and Equipment incorporating such information. Nothing
<br /> contained in this Section restricts the right and ability of BellSouth to use information concerning the execution of this Agreement and the provision of
<br />the
<br /> Services and Equipment to Customer in internal publications.
<br /> (d) The parties acknowledge and agree that Customer is bound by the provisions of The Florida Public Records Law, F.S. sections 119.01 et.
<br /> seq.
<br /> Nothing contained in this Section 14 shall be deemed to waive or modify the obligations of Customer under The Florida Public Records Law,
<br /> F.S.
<br /> sections 119.01 at. seq.
<br /> 15. Dispute Resolution - Independent Arbitration.
<br /> (a) Except as provided in this Section 15, all disputes arising out of or related to this Agreement (whether based in contract, tot,
<br /> statute, fraud,
<br /> misrepresentation or any other legal or equitable theory), including any dispute based on any service or advertising related to this Agreement, shall
<br /> be
<br /> resolved by final and binding arbitration governed by the Federal Arbitration Act ("FAA"), 9 U-S.C. §§ 1 -16. Disputes that meet the small claims
<br />court
<br /> requirements in the state in which the Services are provided may be resolved in small claims court. The Parties agree that this Section 15
<br /> shall not
<br /> apply to debt collection matters or to disputes relating to Intellectual Property and that Chapter 48 of the Code of Laws of South Carolina shall not
<br /> apply
<br /> to this Agreement or to any arbitration or award hereunder.
<br /> (b) The arbitration will be conducted by one arbitrator using the procedures described herein in accordance with the commercial arbitration rules and fee
<br /> schedule of the American Arbitration Association ("AAA") in effect on the date a dispute is submitted, as modified by this Agreement. The
<br /> AAA's
<br /> arbitration rules are available from the AAA at www.adr.org.
<br /> (c) The Parties have the right to be represented by counsel. The arbitrator shall be bound by and strictly enforce the terns of this Agreement, and
<br /> may
<br /> not limit, expand or otherwise modify the terms of this Agreement in conducting the arbitration and making any award. Unless either Party requests that
<br /> the arbitration be conducted using the AAA's telephonic, on-line, or in-person procedures, for which additional charges may apply, the arbitration will be
<br /> based solely on the written submissions of the Parties and the documents submitted relating to the dispute. Any in-person arbitration will be conducted
<br /> at a location that the AAA selects in the state in which the Services are provided, or as the Parties may otherwise mutually agree. Arbitrations under
<br /> this
<br /> Agreement shall be kept confidential.
<br /> (d) Disputes under this Agreement may not be (a) resolved on a class-wide basis, (b) joined with another lawsuit, or (c) joined in an arbitration
<br /> with a
<br /> dispute of any other entity. The arbitrator may not award, and the Parties waive any claims for awards for, punitive damages or attorney fees or
<br /> any
<br /> damages that are bared by this Agreement, unless such damages are expressly authorized by a relevant statute.
<br /> (e) Before taking a dispute to arbitration, the Parties agree to first attempt to resolve the dispute between them. If the Parties
<br /> are not able to
<br /> satisfactorily resolve the dispute within sixty (60) calendar days from the date of the initial notification of the dispute, either Party may contact the
<br /> AAA in
<br /> writing at AAA Service Center, 2200 Century Parkway, Suite 300, Atlanta, GA 30345-3203, and request arbitration of the dispute.
<br /> (f) Subject to applicable substantive law that may provide otherwise, each Party will pay its own expenses to participate in the arbitration
<br />, including
<br /> attorney fees and expenses related to the presentation of evidence, witnesses, and document production.
<br /> (g)Nothing in this Agreement shall be construed to limit either Party's right to obtain equitable or injunctive relief in a court of competent jurisdiction
<br /> in
<br /> appropriate circumstances.
<br /> 16. General.
<br /> (a) Except as set forth herein, Customer may not assign or transfer any of its rights, duties, or obligations with respect to the Services without BellSouth's
<br /> written consent, which consent shall not be unreasonably withheld or delayed. Any attempted assignment or transfer without the written consent
<br /> of
<br /> BellSouth shall be void. Notwithstanding the foregoing, BellSouth may assign, delegate or otherwise transfer its rights or obligations hereunder, in whole
<br /> a in part, at any time or subcontract the performance of any of its obligations under this Agreement.
<br /> (b) Neither Party may bring an action, regardless of forth, arising out of the Services or these Terms more than one year after the cause of action arose.
<br /> (c) This Agreement, together with all attachments, addenda, and any Orders placed hereunder, constitutes the entire agreement between BellSouth and
<br /> Customer relating to this Agreement and the Services performed hereunder, supersedes any prior written or verbal proposals,
<br /> agreements,
<br /> understandings or other discussions respecting the same, and may not be modified or amended other than by a written instrument executed by both
<br /> Parties.
<br /> (d) These Terms and the Services shall be governed by the laws of the State of Georgia, without regard to its conflict of laws provisions. If any
<br />provision
<br /> a provisions hereof shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall
<br />not be in
<br /> any way affected or impaired thereby.
<br /> (e) The Parties are deemed to have participated in the drafting and negotiation of this Agreement after consulting with their respective counsel of their
<br /> own choosing. Therefore, the language of this Agreement shall not be presumptively construed either in favor of, or against, any Party.
<br /> (f) No failure on the part of either Party to exercise any right or remedy arising directly or indirectly under this Agreement will operate as a waiver
<br /> of any
<br /> right or remedy it may have, nor will an exercise of any right or remedy by either Party preclude any right or remedy otherwise available to such Party.
<br /> (g) To the extent there is a conflict between the terms set forth in this Agreement and those in any Order, attachment a addendum, the terms set forth
<br /> in
<br /> the Order, attachment, or addendum shall prevail.
<br /> (h) The headings used in this Agreement are for convenience only and do not affect the meaning or interpretation at this Agreement.
<br /> (i) Except as otherwise specifically stated in this Agreement, the provisions of this Agreement are for the benefit of the Parties hereto and not for
<br /> any
<br /> other person.
<br /> 0) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and
<br /> deemed to be one instrument. The Parties agree that a facsimile or electronic transmission of each Parrs signature to this Master Agreement and
<br /> Orders hereunder will be deemed an original and the best evidence thereof for all purposes, including, without limitation , all evidentiary purposes before
<br /> any arbitrator, court or other adjudicatory authority.
<br /> 17. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given if delivered personally or by courier
<br /> service,
<br /> faxed or mailed by registered or certified mail , return receipt requested, postage prepaid, to the Parties at the addresses set forth above.
<br /> All notices
<br /> under this Agreement that are addressed as provided herein will be deemed given (a) upon delivery, if delivered personally or by courier service,
<br /> (b)
<br /> when confirmed , if delivered by facsimile, and (c) on the fifth (5th) business day after the day it is deposited in a regular depository of the United
<br /> States
<br /> mail, if delivered by mail in the manner described above. Either Party may change its address or respective contact for notification purposes by giving
<br /> notice to the other of the new address or designee and the date upon which such change will become effective.
<br /> 18. Credit Check Acceptance of any Order by BellSouth is subject to BellSouth credit and other approvals. Following Order acceptance,
<br /> if it is
<br /> determined that: (i) the initial credit approval was based on inaccurate or incomplete information; or (ii) Customer's creditworthiness has significantly
<br /> decreased, BellSouth in its sole discretion reserves the right to cancel the Order without liability or suspend the Order until accurate and appropriate
<br /> credit approval requirements are established and accepted by Custaner.
<br /> CONFIDENTIALlPROPRIETARY - NQT FOR DISCLOSURE W ITHOUT W RITTEN PERM
<br /> ISSSI ION
<br /> Version 12/2005 Page 4 of 19 Customer als:
<br /> Created On: June 28, 2006 CCP-12457 Date:
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