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C. Resale and Lease Prohibitions. Except to the extent expressly permitted by state or <br />federal law and regulations, Customer will not resell Products and Services. Customer <br />will not lease Products or Services under any circumstances. <br />11. CONFIDENTIALITY AND PRIVACY. <br />11.1 Nondisclosure Requirements. If the parties have not executed a mutual nondisclosure agreement, <br />this provision will govern their exchange of information. Each party will not disclose any <br />Confidential Information (defined below) received from the other party, or otherwise discovered <br />by the receiving party, to any third party, except as expressly permitted in the Agreement. This <br />obligation will continue until two years after the Agreement expires or terminates, Confidential <br />Information includes, but is not limited to, pricing and terms of the Agreement, and information <br />relating to the disclosing party's technology, business affairs, trade secrets, development and <br />research information, and marketing or sales plans (collectively the "Confidential Information"). <br />The receiving party may disclose Confidential Information to its subsidiaries, Affiliates, agents <br />and consultants with a need to know, if they are not competitors of the disclosing party and are <br />subject to a confidentiality agreement at least as protective of the disclosing party's rights as this <br />provision. The parties will use Confidential Information only for the purpose of performing under <br />the Agreement or for the provision of other CenturyLink services. The foregoing restrictions on <br />use and disclosure of Confidential Information do not apply to information that: (A) is in the <br />possession of the receiving party at the time of its disclosure and is not otherwise subject to <br />obligations of confidentiality; (B) is or becomes publicly known, through no wrongful act or <br />omission of the receiving party; (C) is received without restriction from a third party free to <br />disclose it without obligation to the disclosing party; (D) is developed independently by the <br />receiving party without reference to the Confidential Information, or (E) is required to be <br />disclosed by law, regulation, or court or governmental order. The parties acknowledge that the <br />receiving party's unauthorized disclosure or use of Confidential Information may result in <br />irreparable harm. If there is a breach or threatened breach of the Agreement, the disclosing party <br />may seek a temporary restraining order and injunction to protect its Confidential Information. This <br />provision does not limit any other remedies available to either party. The party who breached or <br />threatened to breach its nondisclosure obligation under the Agreement will not raise the defense of <br />an adequate remedy at law. <br />11.2 Privacy.. CenturyLink's privacy policy, as amended from time to time, is available at <br />htto://www.centurvlink.com/Pa~es/AboutUs/Leg_al. The privacy policy includes information <br />about CenturyLink's customer information practices and applies to the provisioning of Products <br />and Services. <br />12. LIlVIITATIONS OF LIABILITY. <br />12.1 Direct Damages. Each party's maximum liability for damages caused by its failure(s) to perform <br />its obligations under the Agreement is limited to: (A) proven direct damages for claims arising out <br />of personal injury or death, or damage to real or personal property, caused by the party's negligent <br />or willful misconduct; and (B) proven direct damages for all other claims arising out of the <br />Agreement, not to exceed in the aggregate, in any 12-month period, an amount equal to <br />Customer's total net payments for the affected Products and Services purchased in the month <br />preceding the month in which the injury occurred. Customer's payment obligations, Customer's <br />liability for eazly termination charges, and the parties' indemnification obligations under the <br />Agreement aze excluded from this provision. <br />12.2 Consequential Damages. NEITHER PARTY WILL BE LIABLE FOR ANY <br />CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES FOR ANY CAUSE OF <br />ACTION, WHETHER IN CONTRACT OR TORT. CONSEQUENTIAL, INCIDENTAL, AND <br />INDRECT DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOST PROFTTS, LOST <br />REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT THE OTHER <br />#280902v.10 Page 6 of 11 Rev. 11.5.10 <br />