2010-147 ES - Century Link for Embarq 911

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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 option,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. 13.5 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 Embarq Right to Terminate. A. Embarq 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;or (2) If Customer has vacated the premises to which Services are furnished;or (3) Customer fails to cure any other material breach of the Agreement within 30 days after receiving Embarq's written notice;or (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;or (5) Customer fails to comply with applicable law or regulation and Customer's noncompliance prevents Embarq's performance under the Agreement. B. If Embarq terminates the Agreement under this Section, Customer will be liable for any Products and Services provided up to the date of termination,whether or not invoiced by the termination date, as well as any applicable early termination liabilities. 14.2 Customer Right to Terminate. A. Material Failure. If Embarq materially fails to provide a Product or Service and Embarq fails to cure after Customer provides Embarq 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 Embarq's receipt of Customer's written notice to terminate. Embarq's material failure does not include a failure caused by circumstances outside Embarq's sole control, a failure caused by a third party access provider, a Force Majeure Event,or Customer or Customer-provided software or equipment. B. Termination for Convenience. Customer may terminate a Product or Service or the Agreement during the Term by providing 60 days' written notice to Embarq.In the case of such termination for convenience,Customer will be liable for early termination fees set forth in the Agreement. 14.3 Early Termination Liability. A. Calculation of Early Termination Liability.If Customer terminates a Product or Service in whole or in part, before expiration of the Term or, if applicable, an Order issued during the Term that extends beyond the Tenn(unless due to Embarq's material failure), or Embarq terminates a Product or Service or applicable Order as permitted under the Agreement, Customer will pay the following early termination charges, which represent Embarq's reasonable liquidated damages and not a penalty: (1) General Liability.A lump sum equal to(a)50%of the applicable monthly charges,multiplied by the number of months remaining in the Agreement or,if applicable, an Order issued during the Term that extends beyond the Term, plus (b) a pro rata amount of any waived installation charges, any credits issued(excluding any service level credits issued for any Service outages), and initialization fees waived based upon the number of months remaining in the Term or applicable Order Term at the time of termination;and #280902 Page 7 of 10 Rev.12.07