EFTA00704677.pdf

Internet Service Order Form L v_t_ )v telecom.. Contract Classification NEW 0 'burr SenicesAgreemet on nit Date of Original on File: O1WIC Manama Tame rid Condeons tri nit Date el Original on File: 0400 This Service Order is entered into by M telecom holdings Inc. by arc through Its wh011y owned sLbsadiarles that are certified to provide the services being ordered hereunder (collectively -TWTC1 and Zorro Development (*Customer). It is etteclive loon execution by bath Parties rEtlective Date). Tne INerne services described herein are governed by TW TCs Standard Terms and Conditions or Master Service Agreement executed by Customer. This Agreement incorporates by reference the attached Service Level Agreement for Internet Services. Customer and the individual signing below represent that such individual has the authority to and Customer to this Agreement. Customer Name: Zorro Development Service Address: Bldg 75 D Sandia Crest Billing Address: 49 Zono Ranch Road Albuquerque. NM 87125 Stanley. NM 87056 Term: 36 Months Grand Total (Deladed Price Desolation Below) Monthly Recurring $388.00 Charges "NRC" $760.24 Charcees "MAC" Non-Recurring Additional charges may be assessed II Customer causes a delay in installation or il wiring is required between the service address and the network demarcation point. Signature: 1w teletext, holdings Inc. Print Name: Steven Morrell Date: Sales Director Sales Person: Charlene Rimbert Customer: Zone Development Signature: Print Name: Dale: INTERNET SERVICES l Unit Price Guantlty Monthly Total Unit Install Total Install Internet Transport T_1 I 1$ 148.00 1 1 I S 148.00 1$ 380.24 1 36024 Internet Accesa 1.5 Mbps I S 220.00 I I $ 220.00 I 4 400.00 I $ 40000 DNS Primary DNS (1 t r) - Secondary DNS (Si.) DATA SERVICES TOTAL $368.00 $760.24 TOTAL MONTHLY RECURRING AND NON-RECURRING CHARGES $358.00 $760.24 Internet ServiCes Included Stakes for interna Service a Primary DNS ilOr tas to 10 domains) a Secondary DNS Mr up to 50 domains) a Customer premise router and CSUIDSU (CPE) available through TWTC rce an additional charge a 24 x 7 Internet trouble Oman of Internet Service (excludes CPE) a Usenet NNRPMINTP access andror feeds on request) Backup MX (mail exchange) record ton request) Web-based bandwidth usage reports. inbound and outbound traffic (on request and where available) Usage: Customer shall not transmit or store material in violation of any Federal or stale laws or regulations. including. but not limited to. obscenity. Indecency. defamation or infringement of Petra* or copyright. Customer has read and agrees to adhere to TWTts IP policy al htiplAnwthrrielecom.comrcusi centeolp_addresseg joicy.html and Acceptable Use Policy (»AUP1 at hnpfhwev.Nitelecom.ccenrcust center/adaptable use_policy.html. which may be modified Iran lane to time. tw telecom Standard Terms and Conditions This Agreement is by and between tw telecom holdings inc.. a Delaware corporation. by and through its wholly owned sdasialarles that are cerblied to provide the services being ordered herander. (collectively -1WTC1 and Zorro Development ('Customer). a New Mexico corporation Vest:ASO Roy i.m.10 by seems Coredemm Pagol oi s EFTA00704677 and is effective upon execution both by Customer and 7V/TC ('Effective Date,. Customer and TW7C may be referred to individually as a tarry' or collectively as the 'Parks". TWTC will remain responsible for the perlormance ol its subsidianes under INs Agreement, which own and operate the telecommunications niceties. t. Service Orders: Customer may audit service orders to 1W IC to purchase telecommunicabon and related services under this Agreement ("Service Orders"). The Service Orders describe the telecommuricalion and related services that are available for purchase ('Services'). When key executed by both Parties. the Service Orders and these Standard Terms and Condlions (can the final written agreement between the Parries ('Agreement'). The Agreement can only be amended or modified in a mitten daemnent that is signed by both Parties. All Services are offered subject to availability. and TWTC has the right not to accept a Service Order attained by Customer. It a Service Order has been accepted by TWTC. TWTC will provide Services for the lean agreed to in such Service Order ('Service Term'). 2. Term: The term ('Ter') of this Agreement is _343 Months_ctrnmencing on the Effective Date. The Term we automatically renew for successive one yew periods unless terminated by either Parry upcn written notice oven at least thirty days prier to expiration of the then existing Term. Upon expiration of a Service Tom for a particular Service. the Service Tenn will automatic°, renew for successive one year terms unless terminated by either Party uponwritten notice delivered in accordance with Section 20 below al least May days price to expiration of the then existing Service Term. When the Term of this Agreement expires. existing Services continue in effect for the remainder of their respective Service Terms and will continue lo be governed by this Agreement. 3. Cancellation. Modification or Expedition of Orders 'Cancellation'. 'Modification' and 'Expedite Charges' referenced hereunder are posted to the TWTC Webeate (mwthelelecomcom) and are subset to modification by TWTC effective Icon posting to the TWIG Webele. (a) Cancellation. Customer may cancel a Service Order(s) if the request is received in writing by TWTC price to the planned installation dale. and TWTC shall have the right to assess a Cancellation Charge (a Service Order can only be cancelled one lime: the execution of a new Service Order restarts the cancellation process). II the request to cancel is received after Malaita' has begun. Customer must pay full termination liability as set forth in Section I4 below. (b) Modification. Customer may request in waling the modification of any Service Order(s). Such request shall result in a Modilicaton Charge. lb TWTC receives a written modification request for delay of installation less than 3 days pea to the planned installation dale. Customer must pay, in addition to the Modification Charge. the monthty recurring charge Milt{ applicable to the delayed Service for the shorter of one billing month or the period from the ceginal due date to the requested installation dale. TWIG reserves the right to limit the nutter of requests to delay the planned installation date. (c) Expedite. Customer may request an expedited installation dale. II TWTC accepts the expelled installation date. Custom., must pay an Expedite Charge. (d) Third Party Charges. In addition to the charges set forth in la). (b) and le) above. TWTC may bill Customer for any third party charges n incurs in ceder to complete Customers request to cancel. meetly. or expedite the Service Odors). 4. 7W7C Network, Access and Interconnection: (a{ Responsibilities. TWTC will own and coned the telecommunications equipment. cable and facilities Instilled and operated by TWTC for provision ol the Services to Customer tTWTC Network'{. The TWTC Network will remain Mats personal properly regardless of where located or aneched 7WTC has the right to upgre0e, replace or remove the TWTC Network in whole or in pan, regardless of where located, so long as the Services continue to penorm. TWTC has the right to limit the manner In which any portion of the TWTC Network is used to protect the technical integrity of the Network. Customer may not alter. move or disconnect any parts of the TWTC Network and Is responsible cr any damage to. or loss ot the 7W7C Neheolt caused by Customers (alts end users) breach of this provision. negligence or willful misconduct. 7W7C has no obligation to install. maintain or repair any equipment owned or provided by Customer. unless otherwise agreed to In a wilting executed by the Parties. 11 Customer's equipment Is incompatible with the Service. Customer is responsible for any special interlace equipment or facilities necessary to achieve compattolity. (b) Access. Customer rrust provide TWTC with access to its premises to install and maintain Services and 'Mats Netwoli. Customer must provide. at its expense. the following (collectively "Premise Requirements): (it appropriate space. power and environmental conditioning: and (II) reasonable access eights andtr rights of way lrom thal parties. as may be required for the installation and maintenance of the TWTC Network at and into Customers premises. Customer must pay a Modification Charge d Customer does not provide the Premise Requrements prior to the scheduled installation date. In addition to the Modification Charge. 7W 7C may charge Customer for the reasonable time and materials incited and ciccionented by TWTC that are incurred because of Customers failure to timely provide the Prenfise Requirements plus any Wird party charges assessed against TWTC. Customer must proVide TWTC with a contact ardor help desk minter that can be reached 24 hours per dayt7 days per week (c) Demarcation Point and Inside Wiring. TWTC shall be responsible for provisioning Service Lo to the Demarcation Point and Customer is responsible for providing and maintaining any necessary wiring and facilities on Customers side of the Demarcation Point 'Demarcation Point' means the TWTC-designated physical interface between TWTC's Network and Customers equipment wNch point shall be either (1) in the case of a Service terminating at a TWTC owned or controlled premises. Wats designated distribution panel or network interlace device located within such TWTC premises or (ii) in the case of a Service terminating at Customers premises, the distribution panel or network interface device located at the commit telecommunications (*Nicol demarcation at the Customer or end-user premises (e.g., entry point for telco teddies. telco closet or common tetco room). If requested by Custano. TWTC may install. co-ordnale or otheowse arrange for installing or obtaining from third parties, facilities on Customer's side of the Demarcation Point (inside Wiring'). Customer agrees to pay Time and Materials rates posted at winv.tvitelecom.com for any snide Wiring performed by TWTC personnel and agrees that TWTC may bill Customer for any third party charges it locus to provide such Inside Wiring. (d{ Letter of Authorization /Carder Facility Assignment. It Customer intends to connect the Services to teddies that neither lt nor TWTC owns, it must provide TWTC with and maintain (for the Service Term) a current letter of authorization and carrier Nary assignment. as appkable. 5. Installatiot and Maintenance: (a) Installation. TWTC will notify Custoner when the Service has been successlully Installed and is available for Customer's use ('Service Date). Unless Customer notifies 7W7C by the dose of business on the Service Date that the Service is not operati0nal, the Service Tenn will commence. ff Customer so notifies TWTC. the Service Date will occur and the Service Term will commence when the Service Is operational. The Service Date will not be delayed or postponed due to problems with Customer's equpinent or Customer's lack of readiness to accept or use Service. (b) Maintenance: (1) Scheduled Maintenance. TWTC will monitor TWTC's Network 24 hours per day. 7 days per week. Scheduled Maintenance will be performed between the hours ol rridnight and 6:00 a.m. (local lime where the maintenance is being performed) unless another time is agreed to by the Parties for the particular °remittance. TWTC will endeavor to provide Customer with at least five business days notice before perfcanng Scheduled Maintenance unless a shorter notice period is required under thecircumstances. (ii) Emergency Maintenance. II TWTC has to perform maintenance outside of the Scheduled Maintenance window set forth in Section Sib)(i) above. then TWTC will provide as much prior notice to Customer as is practicable wider the circumstances. vorsion s0 Roy 11.1540 ni ninon . Crown& peso 2015 EFTA00704678 8. Charges. Billing. Taxes and Payment: (a) Services are billed on a monthly basis commerong with the Service Date. Services are invoiced in advance. but usage charges are invoiced in artears. Any installation or other non- recurnng charges. which are non-relundable. will appear on the first monthly invoice. (b) TWTC may require a deposit pna to the provision cd any new Service. TWTC also may require a deposil as a condition to its obligation to continue to provide Services) if Customer has faded to timely pay lor Service(s) at two occasions during any six month period. (c) Taxes, as defiled below. will be invoiced &saline item charge separate from the MRCS for the Services. Customer will be liable for Taxes which were assessed by et paid l0 an appropriate taxing authority within the applicable statute of limitations period. If Customer tails to pay any Taxes properly billed, then as between TWIG and Customer. Customer will be solely responsible lor payment of the Taxes. and penalty and interest. Tax or "Taxes' mean any federal, slate a local exose. gross retools, value added, sales, use or other similar tax. fee, tax-fike lee or sutharge 01 whatever nature and however designated. Imposed, et sought to be imposed, on or with respect to purchase's by Customer from TWTC lor consideration alder this Agreement or for TWTC's use of public streets or rights of way. which TWTC is regaled or permined by law or a tariff lo collect from Customer: provided. however. that the term -Tait will not include any tax an TWTC's corporals existence. status. Income. corporate property or payroll taxes. II either Pany is audited by a lading or other governmental autnalty. the other Party agrees tocooperate reasonably by *spending lo the audit inquiries in a proper. complete and timely manner. TWTC will cooperate, at Customer's expense. with reasonable requests of Customer in connecbon with any Tax contest or refund claim. The Customer will ensue that no lien is attached to or allowed to remain on any asset of TWTC as a resun of any Tax contest. Customer w ll indemnify and had TWTC harmless against any iabiaties, damages. losses. costs or expenses arising out of such Tax proceedings. Including without limitation any additional Taxes. Metes]. penalties and attorney's lees. II Customer claims an exempticiilor any Taxes. Customer must provide TWTC with a proper tax exemption certificate as aultalzed by the appropriate taxing authority. Customer must pay the applicable Taxes to TWTC until it provides TWTC with a valid tax exemption cenif icale. II applicable law exempts a Service under this Agreement from a Tax. but does not also provide an exemption procedure. then TWTC will net collect such Tax it Customer provides TWIG with a letter signed by one of its officers: (1) claiming a right to the exemption: (d) identifying the applicable law that allows such exemption and does not require an exemption certificate: and (iii) agreeing to indemnify and hold TWTC harmless Irom any tax. interest penalties. loss, cost or expense asserted against TWTC as a result of its not collecting the Taxes from Customer. (di Payment fa all undisputed amounts must be received by TWTC on or belore the due date specified on the bill itue Date). Any payment a mew thereat not received by the Due Date is subject to a tale charge on the unpaid amount at the lesser of 1.5% per month or the maximum rate walled by law. 7. Dispules.Cuslomer may dispute charges invoiced by TWTC by logging onto TWTC's mime customer penal at Ntras://custornerponal.Nnelecom.cornt and completing a dispute form. or by contacting TWTC's dispute telephone line at 1.800829-0420. All disputes must be submitted to TWTC in the manner specified above within 120 calendar days 01 the date ol the invoice associated with the disputed charges. et the invoice shall be deemed came and all rights to dispute such charges are waived. Withheld disputed amounts determined in favor of 1WTC must be pad by Customer within five (5) business days following written, electronic or teleprionc notice ol the resolution. and will bear interest at the lesser of 1.5% per month or the maximum rate allowed by law from the Due Date mild the dale paid. 8. Service Levers 1 Service Outage Credits: (a) Service Level Agreement ('SLA'). The SLA for a particular Service, which specifies the applicable pertcmance metrics and outage aedlt schedule, is contained in each Service Order. II no SLA is included with a Service Order. then credits fee Servce Outages (defined below) will be issued al 111440 of the applicable MAC per 30 minute outage lor up to a 24-hoot period. but it a Service Outage lasts greater than 24 hats. at 1/144 of the applicable MRC per 3 hour period. Credits Issued during any calendar month will not exceed the MAC associated with the affected Service ihal experienced II* Service Planets). (b) Service Outage Delintion. A 'Service Outage-is defined as ether. (a) material nonpariplance with a speak performance metric in a service level agreement and such non- compliance is caused by TWTC's Network: or (b) a complete loss 01 transmission a reception capability for a Service caused by Wilts Network. (c) Reporting and Tracking of Service Outages. II there is a Service Outage. Customer must contact TWTC's Customer Netwali Reliability Center ('CNRC') at 803-829-0420. and TWTC will open a trouble ticket and provide Customer with a trouble ticket number err tracking purposes. (d) Duration ol Sen4ce Outage and Application of CreSts. For the purpose ol tabulating wheat* treats. a Service Outage begins when Customer reports the Service Outage to TWTC's CNRC. and ends when the Service Is restored. The durance of the Service Outage only includes outages that are caused by TWTC's NeIWOrit and does not include outages caused by the equpment, acts or omissions of Customer, third ponies. Force Manure events. or outages °courting diving scheduled or emergency maintenance. The cheater of a Service Outage also does not include any time during which TWIC is not Mowed access to the eternises necessary to restore the Service. Credits for Service Outages are only issued it requested by Cush:met, and such requests must be submitted to TWTC within 120 days Irom the date SeMce is restored. (e) ChroNc TrotEte Services. II two Service Outages have occurred on a particular Service &ring a 30-day period, and a third Service Outage occurs within thirty days following the second Service Outage. Customer may laminate the applicable Service without early termination liabey provided that Customer supplies TWTC with a written termination notice n0 later than thirty days loitering the third Service Outage. (f) Remedies. Not anything to the contrary in this Agreement, the remedies set lonh in the service level agreement and Sections ea) and 8(e) of this Agreement tortslitire Customers sole and exclusive remedy for Service Outages. (g) Service Outages Not Caused by TWTC's Nehvork.lf TWTC responds l0 a service cal initiated by Customer, and TWTC reasonably determines that the cause of the problem is: (I) not due lo TWTC's Network: or (II) on Customer's side of the Demarcation Point. Customer must compensate TWTC for the service call at TWTC's then gaveling Time and Materials rates posted at vninv.Nitelecomcom. 9. GovemmeNal Reguaati0n - Changes: (a) This Agreement is subject lo all applicable federal. slate and local laws. rules and renulabas, and each Party mist comply with them in perforrarg its obligations hereunder. To the extent any provision herein contacts with any applicable law. rule or regulation, such law. rule or regulation will supersede the contacting provision. (b) TWTC may discontinue or impose additional requirements to the provision of Service, upon 15 days written notice. if necessary lo meet regulatory requirements or if such requirements have a material, adverse impact on the economic leasibility 01 TWTC prating the Service. Customer is not responsible for the termination liability set forth in Section 14 below if TWTC discontinues the Service under this subsection. 10. Indemnificalion: Each Pany rIndemnitor) shall indemnify. defend and hold harmless the other Party rIndemniteel from all losses or damages arising from or related to bodily inlay or physical damage to tangible properly caused by the negligence or willful mscon0uct 01 Inckvtinitor. Customer shall indermify. defend and had TWTC harmless from all losses or damages arising Irom Customers violation ol third party intellectual property rights, all cams of any lond by Customer's end users. or any ad or omission of Customer associated with any Service. VorsieeS0 Roy. 111540 M telecom .ConideMol Page 3 el 5 EFTA00704679 11. Limitation of liability. Except for the Panies respective oblgabons sel forth in Section 14 herein. nattier Patty is liable to the other for indirect. consequential, special, incidental. or punitive damages of any kind or nature whatsoever (including without limitation lost profits. kis] revenues. lost savings. lost croponundy et harm to business). whether or not foreseeable. whether or not the Party had et should have had any knowledge. actual aconstructive. that such damages alight be Incurred. and regardless of the form of action, nature of the claim asserted or the frustratkm of either Party's pupose. Indirect damages include. but are not leaned to, damages of the kinds specified in the preceding sentence that are lased by a third party and are asserted against a Party (including attorney& fees and expenses). TWTC's ilabaly to Customer for direct damages may not exceed one moat's calciation ol the applicable MRCs regardless of the form of action. nature of the clam asserted or the austrabon of either Party's purpose. TWTC has no lability for the content of IMormation that Customer passes through TWTC's Network Customers transmission errors. or any failLre to establishcomedian outside of the 1WTC Network. 12. Terminal:rat by 1WTC: (a{ Termination With Notice. 1WTC may disconnect all Seine:els{ associated with a deknquent account upon len (10) days wrinen notice for Customer's (allure to pay amounts due under this Agreement winch remain uncured at the end of the notice period: or upon thirty (30) days wntten notice for: (1) Customers breach of a net-economic. material provision of this Agreement a any law. rule or regulation governing the Services which remains uncured at the end of the notice period: (l1) Customer's insolvency. bankruptcy. assignment lor beard of creditors. appointment of trustee or receiver: aridity hill any governmental prohibition or required alteration of the Services. (b{ Termination Without Notice. TWTC may terminate or suspend Services without notice if: (I) necessary to protect TWTC's Network: (it) TWTC has reasonable evidence of Customers illegal. improper or unauthorized use 01 ServIces: or (III) required by legal or regulatory authority. (c) Post Termination. My termination or disconnection shall not relieve Customer of any liability incurred prior to such terminaticn a6sconnection. or for payment of salaried Services. TWTC retains the right to pursue all available legal remedies if it terminates this Agreement or disconnects Stinke(s) in accordance with this Section. All lerms and conditions of this Agreement shall continue to apply to any Services not so terminated. regardless of the termination of this Agreement. H TWTC terminates Service in accordance with las Section. and Customer wants to restore such Service. Customer first must pay all past due charges. a reconnection charge and a deposit equal to 2 months' recurring charges. All requests by Customer for disconnectica c4 On-Net Services will be processed by TWTC in 30 days or less. and for disconnection of long haul Ofl.Net Services in 45 days or less. lollowing delivery CI the written notice. Customer must pay for Services until such disconnection actually occurs. Customer must submit requests todisconnect or terminate Services to TWTC's Order Entry depattment in accordance with Section 20 below. 13. Terminals by Customer. Customer may terminate this Agreement ander any Service Order hereunder upon Okay (30) days prior written notice. without incurring termination liability. for TWTC's (1) breach of any malarial provision of this Agreement. ce any law. nee or regulation that affects Customer's use of Service(s), which remains uncured at the end of the notice period ardor (ii) insolvency. bankruptcy. assignment toe the benefit or creditors. appointment of trustee or receiver or similar event. 14. Terminabai Liability: If TWTC terminates this Agreement or any Service Cadens{ putuarn to Section 12 above (other than subsections at.) ardor Man. or if Customer terminates this Agreement or any Service Order(s) for any reason other than as set forth in Section 13 above. all MRCs associated with the letminaled Service(s) for the balance of the applicable Service Teem shall become immediately due and payable. 15. Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, not to be unreasonably conditioned. withheld or detayed except ihal: (t) TWTC may assign its rights melt, obligations hereunder (a) to its parent. affiliates or subsidises. (b) pursuant to any merger. acquisition. reorganizabs. sale or transfer of all or substantially all its assets. or (c) for purposes of financing: and (2) Customer may assign its ants ander obligations hereunder (a) to ils parent. affiliates or subsidiaries. or (b) pursuant to any merger. acquisition. reorganization. sale or transfer ol all or saislantially as its assets, provided that any assiganent by Customer arsuani to this exception is subject to the lollowing conditions: (i) the proposed assignee salisfies TWTC's trail and deposit standards: (ii) Customer has fully pad for all Semites through the date of assigrinent. and (JO) the proposed assignee agrees in writing to be bound by MI provisions of this Agreement. 16. Entire Agreement: This Agreement, together with the Service Ordea(s) and applicable tariffs set forth the entire agreement with respect to the sagest matter hereof, and supersede all prior agreements. promises. represen tations. and necpbalions between the Parties. II there is a coact. the Service Order shall prevail over this Agreement and any applicable Man shall prevail ova both. Modifications. amendments. supplements to or waiver's of this Agreement must IN in wtlheg and executed by both Patties. 17. Face Majeure. Either Party shall be excused from perlormance if inatrlity to perform is due to a cause or causes beyond such Party's reasonable control. including without limitation. acts ol God, lire. explosion. vandalism. ads of terrorism. cable cuts caused by a nail patty. adverse weather conditions. labor strikes and governmental action ('Force Majeure). tl sum inability to perlam continues for sixty days or longer. the other Party may terminate the affected Services. Customer's invocation ol las clause does not reseve Customer of its obligation to pay for Services actually received. IS. Governing Law Litigation: The interpretation of the rights and duties of the Parties and any darn, controversy or dispute easing u de. or related to this Agreement shall be governed by and subject to the laws of the Stale of _NM_. excluding its principles of conflicts of law. If either Party commences kligation wider this Agreement. the prevailing Patty is entitled to reimbLrsement 01 its costs and attorneys' lees Iran the other Party. 19. Headings: Headings herein are for convenience oNy and are not intended to have substantive sigrnicance in interpreting this Agreement. 20. Notices: Any notice required under this Agreement trust be in wining and IN delivered to the receinng Party al the addresses listed below (I) in person. fin by certified mall with return receipt requested. or (iii) by overnight courier. A notice is deemed oven 0) when delivered. II personally delivered. (0) at the time Irdicated on the return receipt. if delivered by certified mail, or (111) at the time the party or its representative executes the delivery receipt. it delivered via courier. TWTC must provide such notice to Customers billing adaess. and Customer must proskle such slim to 1WTC al _5411 Jefferson Steel NE. Suite 200, Albuquerque. NA 87109-3473_. Mtn: General Manager. except that if Customer is disconnecting Services for any reason. it trust deliver notice to TWTC either by facsimile to 303-8034638 or by ems to tostomerCaretOtrnerecom.comt Notice by facsimile or email is deemed even when delivered. 21. No Wawa: Either Parry's failure to enforce any provision or berm of this Agreement shall not be construed as a future or continuing waiver 01 such provision or term 01 this Agreement. 22. Public Releases. Use of Name: Neither Party may issue a news release. public annoincemeM. advertisement or other form of publicity regarding this Agreement or the Services provided hereunder without the act written consent of the other Party. Customer may not use TWTC's name. logo or service mark without IMITC's prior written consent. TWTC may use Customers name and logo In materials presents to analysts and investors. 23. Representations and Warranties: Each Party represents and warrants that it, and the person signing on its behen. is fully authorized to enter into this Agreement. 1WTC represents and warrants that the Services will be performed by quail! led and trained personnel. TWTC does not guarantee. represent or warrant that the Service(s) will be without interruption. TWTC MAKES NO OTHER REPRESENTATIONS OR WARRANTIES. EXPRESS OR IMPLIED. EITHER IN FACT OR BY OPERATION OF LAW. AND DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR OR ORDINARY PURPOSE. VorsionS0 Rey. 111540 M telecom .ConideMol Paop.i o15 EFTA00704680 24. Severabilly: II any provision hereunder is declared or held invalid. illegal or unenforceable. Ills Agreement will be revised orly to the extent necessary to make such provisionts) legal and enforceable. or h impossible. the unaffected portions of this Agreement stall remain in full force and eflect so long as the Agreement remains consistent with the Parties' orignal intent. 25. Survival: The terms and conditions ol tNs Agreement will stavive the expiation or lamination of this Agreement to the extent necessary for their enforcement and for the realization of the benefit thereat by the Party in whose lava they operate. 26. RelationsNp of Parties: No Third Party Beneficiaries: The Parties are independent contractors, and nothing herein creates or implies an agency. joint veMLee or partnership relationship between the Parties. This Agreement shall bind and inure to the benefit of IWTC. Customer, and parented successors and assigns. The Parties do not intend to aeate any rights for the benefit of any third parties. 27. Conaidentiality: Each Party may disclose confidential information to the other Party in connection with this Agreement. Confidential information includes this Agreement. Service Orders. Service Level Agreements. all pricing information and any other information that is marked confidential or bears a marking of Ike import, or Mal the Party disclosing such inlormation stales is confidential and then confirms such coNidenbaily in writing within len (10) days (Confidential Information). Confidential IMormation may only be used in connection with perlamance under this Agreement. Confidential Information may not be disclosed except to those employees or aftliales of the receiving Party who have a need to know. or to consultants or subcontractors of the receiving Party who agree lo be bound by this Section. Confidential Information does not include inlormation that is generally available to the pLblic through no wrongILI act of the receiving Party or is independently developed by the receiving Party. Upon termination or expiation of this Agreement. the receiving Party will (Nun the Confidential Narration a destroy R. The obligations of this provision will survive for We years after the termination or expiation of this Agreement. VorsionS0 Roy. SID 1w telecom .CorOdemol Peps ol 5 EFTA00704681