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DocuSign Envelope ID:46FB6A5F-14C8-47E7-916B-01A68856DE44
<br /> remove any markings or labels from the Equipment indicating TWC (or its suppliers) ownership or serial numbers, (b)
<br /> Confidentiality, Except to the extent disclosure is required by the public records laws of the State of North Carolina;(i)Customer
<br /> agrees to maintain In confidence,andnot to disclose to third parties or use,except for such use as is expresslypermittedheroin,the
<br /> TWC Materials and any other information and materials provided by TWC in connection with this Agreement that are identified or
<br /> marked as confidential or are otherwise reasonably understood to be confidential("Confidential Information"),and(ii)Customer
<br /> shall malce no press release,public announcement or other public statements regarding this Agreement without TWC's prior
<br /> written consent, Notwithstanding the foregoing,Customer agrees to notify TWC prior to disclosing any TWC Materials and/or,
<br /> Confidential Information,whether pursuant to a public records request or otherwise,In order to permit TWC to assess whether any
<br /> exceptions apply that may permit TWC to withhold any requested TWC Materials or Confidential Information iiom disclosure,
<br /> (c)So ara, If software Is provided to Customer hereunder,TWC grants Customer a limited,non-exclusive andnon-transferable
<br /> license to use such software,in object code form only,solely for the purpose ofusingthe Service for Customer's internal business
<br /> purposes duringtho Term, r
<br /> 8, MONITORING AND MODIFICATIONS. TWC shall have the right,but not the obligation,to monitortraffic and content
<br /> on its network,in its sole discretion, including through the use of automatic content filters(including without limitation spam,
<br /> virus,and adult language sniffers and filters). TWC shall have the right,but not the obligation,to upgrade,modify and enhance
<br /> the Equipment(includingrolated firmware)and the Service and take any action that TWC deems appropriate to protect the Service C
<br /> and its facilities,
<br /> 9, TEG MINA,TION, ff
<br /> a, Either party may tertnhiate this Agreement upon thirty(30)days wllttennotice of the otlrorparty's material breach,
<br /> provided that such material breach is not cured within such thh•ty(30) day period, TWC may terminate this `
<br /> Agreement in the event that TWC is unable to fulfill any obligation under this Agreement due to Customer's(or a
<br /> Customer Employee's or Customer's branch office's)failure,or tine failure of any owner or landlord controlling
<br /> access or rights in or to the property in question,to allow TWC access to space,equipment or•software at any time
<br /> daring the Term of this Agreement(referred to herein as an"Access Restriction"), Jh addition,in the event that f
<br /> Customer fails to comply with any laws or regulations applicable to the use of tho Sorvice, the terms of this
<br /> Agreement,or the Terms of Use,TWC may suspend or discontinue Customer's Service in whole or inpart upon ten
<br /> (10)days advance notice;provided,however,that if Customer demonstrates that it is diligently pursuing a cure for
<br /> such failure within thirty(30)days,then TWC willnot suspend or discontinue Customer's Service, ifCustomerhas
<br /> not cured such failure within thirty(30)days,then TWC may suspend or discontinue Customer's Service without
<br /> further notice, In the event of a suspension,TWC may require a reconnect charge to restart the suspended Service,
<br /> b, Upon the termination or expiration of this Agreement:(a)TWC's obligations hereunder shall cease;(b)Customer
<br /> Promptly shall pay all amounts duo and owing to TWC for Service delivered prior to the date of termination or
<br /> expiration,if any;(c)Customer promptly shall cease all use of any softwar e provided by TWC hereunder,and shall
<br /> roturn such software to TWC; and(d) Customer shall return to TWC or permit TWC to remove,in TWC's sole
<br /> discretion,the Equipmontin the same condition as whenreceived,ordinary wear and tear excepted; Customer shall
<br /> k
<br /> -or repair of replacement,at TWC's cornnrereiallyreasonable discretion,of
<br /> be responsible for reimbursing TWC
<br /> any Equipment not returned hi accordance with this section,
<br /> c, Notwithstanding anythingto the confraryherein,upon early torinination of this Agreement byCustomor,orby TWC
<br /> for Customer's breach, Customer shall promptly pay TWC,in TWC's discretion, a termination fee equal to the
<br /> Service Charges that would have been due forhhe remainder ofthe Initial Term or the then-current renewal term,as
<br /> applicable, For the avoidance of doubt,by signing the Cover Sheet,Customer is committingto procure the Services
<br /> for the full Initial Term, unless Customer terminates this Agreement early pursuant to the first sentence of this
<br /> Section 9 as a remit of TWC's rnaterfaluncuredbr•each, Outside of-that situation,if Customer,declines to receive or
<br /> accept the Services, Customer will still be billed for such Services and shall still be obligated to pay for such
<br /> Services, The parties agree that the remodios set forth herein for early termination are intended to establish
<br /> liquidated damages intho event of such early termination,since damages in such an event are difficult or•impossible
<br /> to ascertain,and these remedies are not intended as a penalty, The foregoing shall be in addition to any otherrights I
<br /> and remedies that TWC may have under this Agreement or at law or equity relating to Customer's material breach,
<br /> I
<br /> d, Customer intends to fulfill this Agreement for the entire Term if funds are legally available to pay the Service
<br /> Charges;provided,however,that Customer may-terminate the Agreement,without a termination fee or penalty,if
<br /> :funds sufficient to pay the Customer's obligations under the Agreement are not appropriated, At least thirty(30)
<br /> days prior to the end of the then-current fiscal year,Customer shall certify in writing that(f)hinds have not been
<br /> appropriated for the next fiscal period and(ii)such non-appropriation did not result from any act or failure by
<br /> Customer,
<br /> TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL 3
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