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� due,�Customer will incur late payment fees in accordance with Section 4.4 (Payments); however, to the extent AT&T
<br /> determines the charges Customer disputed and withheld were invoiced in error, late payment fees for such charges will be
<br /> reversed.
<br /> 4.6 MARC. Minimum Annual Revenue Commitment ("MARC") means an annual revenue commitment of MARC-Eligible
<br /> Charges set forth in a Pricing Schedule that Customer agrees to satisfy during each 12 consecutive month period of the
<br /> Pricing Schedule Term. At the end of each such 12 month period, if Customer has failed to satisfy the MARC for the
<br /> preceding 12 month period, Customer will be invoiced a shortfall charge in an amount equal to the difference between the
<br /> MARC and the total of the applicable MARC-Eligible Charges incurred during the 12 month period, and payment will be due in
<br /> accordance with Section 4.4 (Payments).
<br /> 4.7 Adjustments to MARC.
<br /> (a) In the event of a business downturn beyond Customer's control, or a corporate divestiture, merger, acquisition or
<br /> significant restructuring or reorganization of Customer's business, or network optimization using other Services, or
<br /> reduction of AT&T's prices, or force majeure events, any of which significantly impairs Customer's ability to meet
<br /> Customer's MARC,AT&T will offer to adjust the affected MARC to reflect Customer's reduced usage of Services (with
<br /> a corresponding adjustment to the prices or discount available at the reduced MARC level). If the parties reach
<br /> mutual agreement on a revised MARC, AT&T and Customer will amend the affected Pricing Schedule prospectively.
<br /> This Section 4.7 will not apply to a change resulting from Customer's decision to use service providers other than
<br /> AT&T. Customer will provide AT&T written notice and evidence of the conditions Customer believes will require the
<br /> application of this provision. This provision does not constitute a waiver of any charges, including monthly recurring
<br /> charges and shortfall charges Customer incurs prior to amendment of the affected Pricing Schedule.
<br /> (b) If Customer, through merger, consolidation, acquisition or otherwise, acquires a new business or operation, Customer
<br /> and AT&T may mutually agree to include the new business or operation under this Agreement. Such agreement will
<br /> specify the impact, if any, of such addition on Customer's MARC or other volume or growth discounts, and Customer's
<br /> attainment thereof.
<br /> 5. CONFIDENTIAL INFORMATION
<br /> 5.1 Confidential Information. Confidential Information means: (a) information the parties share with each other in
<br /> connection with this Agreement or in anticipation of providing Services under this Agreement, but only to the extent identified
<br /> as Confidential Information in writing; and (b) except as may be required by applicable law or regulation, the terms of this
<br /> Agreement and any pricing or other proposals.
<br /> 5.2 Obligations. Each party's Confidential Information will, for a period of 3 years following its disclosure to the other
<br /> party (except in the case of software, which is indefinite): (a) be held in confidence; (b) be used and transmitted between
<br /> countries only for purposes of using the Services or performing this Agreement (including in the case of AT&T, the ability to
<br /> utilize Customer's Confidential Information in order to detect fraud, check quality, and to operate, maintain and repair the
<br /> Services); and (c) not be disclosed, except to the receiving party's employees, agents and contractors having a need-to-know
<br /> (but only if such agents and contractors are not direct competitors of the other party and agree in writing to use and disclosure
<br /> restrictions as restrictive as this Section 5), or to the extent authorized to be revealed by law, governmental authority or legal
<br /> process (but only if such disclosure is limited to that which is so authorized and prompt notice is provided to the disclosing
<br /> party to the extent practicable and not prohibited by law, governmental authority or legal process).
<br /> 5.3 Exceptions. The restrictions in this Section will not apply to any information that: (a) is independently developed by
<br /> the receiving party; (b) is lawfully received by the receiving party free of any obligation to keep it confidential; or(c) becomes
<br /> generally available to the public other than by breach of this Agreement.
<br /> 5.4 Privacy Laws. Each party is responsible for complying with the privacy laws applicable to its business. If Customer
<br /> does not want AT&T personnel to comprehend Customer data to which they may have access in performing Services,
<br /> Customer should encrypt such data so that it will be unintelligible. Until directed otherwise by Customer in writing, if AT&T
<br /> designates a dedicated account representative as Customer's primary contact with AT&T, Customer authorizes that
<br /> representative to discuss and disclose Customer's customer proprietary network information (CPNI)to any employee or agent
<br /> of Customer without a need for fu�ther authentication or authorization.
<br /> 6. DISCLAIMERS AND LIMITATIONS OF LIABILITY
<br /> 6.1 Disclaimer of Warranties. AT&T MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
<br /> AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A
<br /> PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING BY USAGE OF TRADE OR
<br /> COURSE OF DEALING. FURTHER, AT&T MAKES NO REPRESENTATION OR WARRANTY THAT TELEPHONE CALLS
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