R2010-108 ACCEPTING PROPOSAL AND AUTHORIZING CONTRACT

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� Cust�mer's, its Affiliate's, or a User's access to, or use of, the Services and the claim is not the responsibility of AT&T under Section 7.1; (b)alleges that a Service infringes any patent,trademark, copyright or trade secret, and falls within the exceptions in Section 7.1; or(c) alleges a breach by Customer, its Affiliates,or Users of a software license agreement governing software provided in connection with the Services. 7.3 Infringing Services. Whenever AT&T is liable under Section 7.1, AT&T may at its option either procure the right for Customer to continue using, or may replace or modify, the alleged infringing Service so that the Service becomes non- infringing. 7.4 Notice and Cooperation. The party seeking defense or settlement of a third party claim under this Section 7 will notify the other party promptly upon leaming of any claim for which defense or settlement may be sought, but failure to do so will have no effect except to the extent the other party is prejudiced thereby. The party seeking defense or settlement will allow the other party to control the defense and settlement of the claim and will reasonably cooperate with the defense; but the ' defending party will use counsel reasonably experienced in the subject matter at issue, and will not settle a claim without the consent of the party being defended, which consent will not be unreasonably withheld or delayed, except that no consent will be required where relief on the claim is limited to monetary damages that are paid by the defending party under this Section 7. 8. SUSPENSION AND TERMINATION 8.1 Termination of Agreement. This Agreement may be terminated immediately upon notice by either party if the other party becomes insolvent, ceases operations, is the subject of a bankruptcy petition, enters receivership or any state insolvency proceeding,or makes an assignment for the benefit of its creditors. 8.2 Termination or Suspension of Services.The following additional termination provisions apply: (a) Fraud or Abuse. AT&T may terminate or suspend an affected Service, and if the activity implicates the entire Agreement, terminate the entire Agreement, immediately by providing Customer with as much advance notice as is reasonably practicable under the circumstances if Customer: (i) commits a fraud upon AT&T; (ii) utilizes the Service to commit a fraud upon another party; (iii) unlawfully uses the Service; (iv) abuses or misuses AT&T's network or Service;or(v) interferes with another customer's use of AT&T's network or services. (b) Material Breach. If either party fails to perform or observe any material term or condition of this Agreement, including non-payment of charges (subject to Section 4.5 — Delayed Billing; Disputed Charges), and such failure continues unremedied for 30 days after receipt of notice, the non-breaching party may terminate the affected Service,and if the breach implicates the entire Agreement,terminate the entire Agreement. If Customer is in breach, AT&T may elect to suspend (and later terminate) the affected Service, and if the breach implicates the entire Agreement, suspend (and later terminate)the entire Agreement. (c) Materially Adverse Change. If AT&T revises a Service Publication and the revision has a materially adverse impact on Customer, and AT&T does not effect revisions that remedy such materially adverse impact within 30 days after notice from Customer, then Customer may, as Customer's sole remedy, elect to terminate the affected Service Components on 30 days' notice to AT&T, given not later than 90 days after Customer first learns of the revision to the Service Publication. However, a revision to a Service Publication will not be considered materially adverse to Customer if it changes prices that are not fixed (stabilized) in a Pricing Schedule, if the price change was mandated by a governmental authority, or if the change affects a charge imposed under Section 4.2 (Additional Charges and Taxes). (d) Internet Services. If Customer fails to rectify a violation of the AUP within 5 days after receiving notice from AT&T, AT&T may suspend the applicable portion of the Service. AT&T has the right; however, to suspend or terminate the applicable portion of the Service immediately when: (i)AT&T's suspension or termination is in response to multiple or repeated AUP violations or complaints; (ii)AT&T is acting in response to a court order or governmental notice that certain conduct must be stopped; or (iii) AT&T reasonably determines: (a) that it may be exposed to sanctions, liability, prosecution, or other adverse consequences under applicable law if AT&T were to allow the violation to continue; (b) that such violation may cause harm to or interfere with the integrity or normal operations or security of AT&T's network or networks with which AT&T is interconnected or interfere with another customer's use of AT&T Services or the Internet; or (c) that such violation othe►wise presents imminent risk of harm to AT&T or AT&T's customers or their respective employees. (e) Infringing Services. If neither of the options described in Section 7.3(Infringing Services) are reasonably available, AT&T may terminate the affected Service wi4hout liability other than as stated in Section 7.1 (AT&T's Obligations). ua_ver_i.doc UA VER I 07/14/08 ATS�T and Customer Confidential Information Page 6 of 9 eCRM ID