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10.6 If promptly notified in writing of any action brought against BellSouth, due to claims for infringement of United States patents, copyright, trademark,
<br /> or other intellectual property rights, or due to any other claims or causes of action by third parties of any nature whatsoever, arising from
<br />the use, in
<br /> connection with the Services, of equipment, software a information not provided by BellSouth, or otherwise relating to or arising out of Customer's use
<br /> of the services, Customer will defend that action at is expense and will pay any and all fees, costs a damages that may be finally awarded in that
<br /> action
<br /> or a settlement resulting from it provided that (i) BellSouth shall permit Customer to control the defense of such action and shall
<br /> not make any
<br /> compromise, admission of liability a settlement or take any other action impairing the defense of such claim without Customer's prior written approval
<br /> and (it) BellSouth shall cooperate with Customer in all reasonable ways to facilitate the setllerhent or defense of any claim or suit.
<br /> 11 . Force Majeure. BellSouth shall not be responsible for any delay or failure in delivery or performance Of any of its duties hereunder due to
<br /> acts of
<br /> God, acts Or omissions of any network or any other occurrence commonly known as face majeure, including war, riots, acts of terrorism, embargoes,
<br /> strikes, or other concerted acts of workers, casualties or accidents, or any other causes or circumstances whether of a similar or dissimilar nature
<br /> to the
<br /> foregoing that prevent or hinder the delivery of the Services. BellSouth may cancel or delay performance hereunder for so long as such performance is
<br /> delayer) by such accumence or occurrences, and in such event BellSouth shall have no liability to Customer.
<br /> 12. Termination and Default.
<br /> (a) BellSouth may, at its sole discretion, terminate any Customer Order and discontinue Customers access to and use of the Services, if (i) Customer
<br /> fails to pay any amount within len (10) days after written notice that the same is delinquent; Or (ii) Customer breaches any of the material
<br /> terms,
<br /> emotions, obligations, or representations contained in these Terms, except for applicable Acceptable Use Policies, and does no cure such breach
<br /> within thirty (30) days of notice of such breach; Or (iii) Customer becomes the subject of a voluntary or involuntary bankruptcy,
<br /> insolvency,
<br /> reorganization, or liquidation proceeding, makes an assignment for the benefit of creditors, or admits in writing its inability to pay debts when due, a
<br /> (iv)
<br /> Custaners equipment or use of the Services interferes with the Services or any other user. Although BellSouth reserves the right to immediately
<br /> suspend or terminate Service in the event of repeated a flagrant violations of is Acceptable Use Policy, incorporated herein by reference, BellSouth's
<br /> preferred course of action under this Section 12(a)(iv) is to allow Customer an opportunity to cease such interference before Service termination occurs.
<br /> In addition, if BellSouth reasonably determines that the continuation of the Services has become impractical or unfeasible for any technical,
<br /> legal,
<br /> regulatory, a other reason, BellSouth may terminate the Services with at least thirty (30) days prior notice if reasonably practical, in
<br /> which event
<br /> Customer shall not be liable for termination charges.
<br /> (b) If Customer has elected a minimum term for the Services and than cancels is Services or any portion thereof, or has its Services or any
<br />portion
<br /> thereof terminated as provided above, prior to the expiration of such minimum term, Customer shall be obligated to pay BellSouth a termination charge
<br /> equal to the amount (if any) specified in the applicable Order; otherwise the termination charge shall be equal to fifty percent (50%) of the total monthly
<br /> charges (other than variable usage charges) that would have become due fa the remainder of the scheduled minimum term if such cancellation had not
<br /> occurred. In addition, it such termination occurs within the first year of the minimum term, Customer must also pay any waived nonrecurring charges.
<br /> Such termination charge shall be paid to BellSouth within thirty (30) days after such cancellation by Customer.
<br /> (c) If BellSouth breaches any of these material Terms and fails to cure such breach within thirty (30) days after written notice of such breach, Customer
<br /> may (as its sole remedy except for any credits that may be payable for downtime as provided elsewhere herein) terminate its Services by written notice
<br /> to BellSouth. without obligation for any early termination charges otherwise payable hereunder.
<br /> 13. Use of Materials, Marks and Information.
<br /> (a) Customer may use, copy and distribute the materials found on the Services for internal, noncommercial, informational purposes only. Except
<br /> as
<br /> authorized in this paragraph, Customer is not being granted a license under any copyright, trademark, patent or other intellectual property right
<br />in the
<br /> material a the products, services, processes or technology described therein. All such rights are retained by BellSouth, is applicable affiliates or
<br /> any
<br /> third party owner of such rights. Customer shall have no ownership or property rights in the Services or in any documentation provided in connection
<br /> with the Services. Customer may make copies of such documentation solely for use in connection with its authorized use of the Services, and all such
<br /> copies shall include all copyright, trademark and other proprietary notices appearing in the original documentation. Upon the termination of the Services
<br /> to Customer, Customer shall return all copies of the documentation to BellSouth a certify destruction of such documentation.
<br /> (b) The company names and logos and all related product and service names, design marks and slogans of each Party are the property
<br />of the
<br /> respective Party or its affiliates. Neither Party is authorized to and shall not use any name or mark of the other Party in any advertising, publicity or
<br /> in any
<br /> other commercial manner without the prior written consent of the other Party.
<br /> (c) All product and service marks contained on or associated with the Services that are not BellSouth marks are the trademarks of their respective
<br /> owners . References to any names, marks, products or services of third parties or hypertcad links to third party sites or information do not necessarily
<br /> constitute or imply BellSouth's endorsement, sponsorship or recommendation of the third party, information, product or service.
<br /> (d) Neither Party will make any media release or other public announcement relating or referring to the Agreement or the Parties' performance
<br /> a
<br /> relationship hereunder without the prior written consent of the other Party.
<br /> 14. Confidential Information
<br /> (a) Except as so forth in this Section, or as otherwise expressly provided in this Agreement, each Party agrees that (i) all information communicated to
<br />h
<br /> by the other and Identified and marked as `confidential," whether before o after the date hereof, (ii) all information identified as confidential to which
<br /> it
<br /> has access in connection with the Services and Equipment, and (iii) this Agreement and the Parties' rights and obligations hereunder (collectively,
<br /> 'Confidential Information"), will be, and will be deemed to have been, received in confidence and will be used only for purposes of this Agreement. Each
<br /> Party agrees to use the same means it uses to protect its own confidential information, but in no event less than reasonable means, to prevent
<br /> the
<br /> disclosure and protect the confidentiality of Confidential Information. No Confidential Information will be disclosed by the recipient Party without the prior
<br /> written consent of the disclosing Party; provided, however, that each Party may disclose this Agreement and any disclosing Partys Confidential
<br /> Information to those who are employed or engaged by the recipient Party, its agents or those of its affiliates who have a need to have access to such
<br /> information in connection with their employment a engagement, provided the recipient Party notifies such persons of the obligations set forth in
<br />this
<br /> Section and such Persms agree to abide by such obligations.
<br /> (b) The obligations set forth in subsection 14 (a) above will no prevent any Party from disclosing or using information that belongs to such Parry or (i)
<br /> is
<br /> already known by the recipient Party without an obligation of confidentiality, (it) is publicly known or becomes publicly known through no unauthorized act
<br /> of the recipient Party, (ill) is rightfully received from a third party, (iv) is independently developed without use of the disclosing Partys
<br /> Confidential
<br /> Information or (v) is disclosed without similar restrictions to a third party by the Party owning the Confidential Information. If Confidential Information
<br /> is
<br /> required to be disclosed pursuant to law, regulation, tariff or a requirement of a governmental authority, or in connection with an arbitration or mediaim,
<br /> such Ccnfidenfial Information may be disclosed pursuant to such requirement so long as the Party required to disclose the Confidential Informabm, to
<br /> the extent possible, provides the disclosing Party with timely prior notice of such requirement and coordinates with the disclosing Party in an effort to limit
<br /> the nature and scope of such required disclosure. Upon wmtlen request at the expiration or termination at an Order, attachment, or addendum,
<br /> all
<br /> Confidential Information (and all copies thereof) (if previously received by each Party) will be returned to the disclosing Party or will be destroyed,
<br /> with
<br /> written certification thereof being given to the disclosing Party. The provisions of this Section will survive the expiration or termination of any
<br /> Order,
<br /> attachment or addendum and this Agreement for arty reason.
<br /> (c) Confidential Information will not include any feedback, data, answers, questions, comments, suggestions, ideas or the like, that Customer sends to
<br /> any BellSouth Company relating to the Services or Equipment, unless Customer identifies it as Confidential Information. BellSouth assumes no
<br /> CONFIDEIYTIAUPROPRIETARY — wOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION
<br /> Versionof: 1212005 Page 3 19 Customer Initials:
<br /> Created On: June 28, 2006 CCP-12457 Date:
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