R2007-95 AUTHORIZING AGREEMENT - Laserfiche WebLink

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and withdraw its IP-enabled video product and video programming made the subject of the Competitive Video Service Agreement with Municipality for sale within Municipality upon reasonable notice to its customers, and consistent with any other legal, regulatory of contractual obligations applicable to AT&T Illinois's termination of service to current customers; or (ii) without regard to the unexpired term of the Competitive Video Service Agreement with Municipality, enter into good faith negotiations with Municipality in order to renegotiate terms of an agreement consistent with such order, judgment or ruling and applicable law, including but not limited to Section 11-42-11 and Municipal Code provisions and ordinances of Municipality; or (iii) enter into such other settlement and compromise with Cable Company on behalf of Municipality, on such terms as are otherwise mutually acceptable to both AT&T Illinois and Municipality. I (C) In the event Cable Company (or its affiliate, legal successor or assignee to its Cable Franchise Agreement with Municipality) refuses to pay franchise fees to Municipality that are due under the terms of its Cable Franchise Agreement with Municipality on the basis that the Competitive Video Service Agreement, b its terms ives rise to a claim for breach of the Cable Franchise Y � J Agreement between Cable Company and Municipality, AT&T Illinois agrees to provide representation for Municipality in a collection action suit, complaint or adminisfrative proceeding initiated by Municipality against Cable Company ("Municipal Claim") subject to the terms and conditions set forth in Section II.(A) of this Agreement. III. General (A) Breach of this Agreement by Municipality shall relieve AT&T Illinois of its , obligations set forth in Section II, and this Agreement shall terminate upon ' notice to Municipality by AT&T Illinois. Upon such termination, AT&T Illinois and Municipality will undertake reasonable and timely steps to facilitate the continuation or withdrawal and substitution of new counsel of record to represent Municipality at Municipality's expense consistent with legal, ethical and procedural requirements to complete such withdrawal and substitution; and, to transfer such engagements, retentions, direction and control as is necessary with respect to any retained experts, consultants or litigation support in order that Municipality may continue its defense at its own expense. (B) If any person or entity other than the Parties requests or demands, by subpoena or otherwise, Information that has been exchanged pursuant to this Agreement, counsel will assert all applicable rights and privileges with regard to said Information, and immediately notify all signatories to the Agreement. (C) Termination shall not constitute a waiver of the attorney-client or work-product privileges, and upon termination each Party shall continue to take such action 7