2011-191 EMS - CenturyLink Sales Solutions, Inc. for E911 Phone Records and Maintenance

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of CenturyLink-provided services or products with other services or products; functional or other specifications that were provided by or requested by Customer; or Customer's continued use of infringing Services after CenturyLink provides reasonable notice to Customer of the infringement. For any third party claim that CenturyLink receives, or to minimize the potential for a claim, CenturyLink may, at its sole optioq either: A. procure the right for Customer to continue using the Services; B. replace or modify the Services with comparable Services; or C. terminate the Services. 13.4 Rights of IndemniSed Party. To be indemnified, the party seeking indemnification must promptly notify the other party in writing of the claim (unless the other party already has notice of the claim); give the indemnifying party full and complete authority, information and assistance for the claim's defense and settlement; and not, by any act, admission, or acknowledgement, materially prejudice the indemnifying party's ability to satisfactorily defend or settle the claim. The indemnifying party will retain the right, at its option, to settle or defend the claim, at its own expense and with its own counsel. The indemnified party will have the right, at its optioq to participate in the settlement or defense of the claim, with its own counsel and at its own expense, but the indemnifying party will retain sole control of the claim's settlement or defense. 13S Remedies. The foregoing provisions of this Section state the entire liability and obligations of the indemnifying party and any of its Affiliates or licensors, and the exclusive remedy of the indemnified party, with respect to the claims described in this Section. 14. TERMINATION. 14.1 CenturyLink Right to Terminate. A. CenturyLink may immediately suspend or terminate Products or Services or the Agreement if: (1) Customer fails to cure its default of the payment terms in the Agreement; (2) If Customer has vacated the premises to which Services aze furnished; (3) Customer fails to cure any other material breach of the Agreement within 30 days after receiving CenturyLink's written notice; (4) Customer provides false or deceptive information establishing, using or paying for Services or Customer engages in false, deceptive, fraudulent, or harassing activities when establishing, using or paying for Services; (5) Customer fails to comply with applicable law or regulation and Customer's noncompliance prevents CenturyLink's performance under the Agreement; or (6) Customer resells Products or Services as prohibited by these Standazd Terms and Conditions. B. If CenturyLink terminates the Agreement under this Section, Customer will be liable for any Products and Services provided up to the date of terminatioq whether or not invoiced by the termination date, as well as any applicable early termination liabilities. 14.2 Customer Right to Terminate. A. Material Failare. If CenturyLink materially fails to provide a Product or Service and CenturyLink fails to cure after Customer provides CenturyLink with written notice of the failure and a reasonable opportunity to cure within 30 days from receipt of notice, Customer may terminate the affected Products or Services without early termination liability 30 days after CenturyLink's receipt of Customer's written notice to terminate. CenturyLink's material failure does not include a failure caused by circumstances outside CenturyLink's sole control, a failure caused by a third party access provider, a Force Majeure Event, or Customer or Customer-provided software or equipment. #280902v.10 Page 8 of 11 Rev. 115.10