Master Service Agreement

This MASTER SERVICE AGREEMENT (“Agreement”) is made as of the Effective Date set forth below between Brazoria Telephone Company, for itself and any affiliated companies providing the applicable services (“Provider”), and the customer identified below on the signature page of this Agreement (the “Customer”).

WHEREAS, Provider provides communications services which Customer desires to purchase as set forth herein.

Now, therefore, it is agreed as follows:

1. Services. During the Term (defined below) of this Agreement, Provider will provide Customer with the specific services identified on each Service Order expressly made subject to the terms hereof (the “Service” or “Services”). Each Service Order shall be subject to and shall reference this Agreement and shall become a part of this Agreement when executed by a duly authorized representative of Customer and Provider. INITIAL SERVICES ARE SET FORTH IN SERVICE ORDER NUMBER 1 ATTACHED TO THIS AGREEMENT. SUBSEQUENT SERVICE ORDERS WILL BE PROVIDED PURSUANT TO PROVIDER’S STANDARD SERVICE ORDER FORM EXECUTED BY THE PARTIES.

2. Term. Except as otherwise provided in this Agreement, the Term of this Agreement shall be three (3) years from the Effective Date as set forth on the signature page below (the “Term”). Each Service Order executed during the Term of this Agreement shall set its own minimum service term (the “Service Term”). Each Service Order shall continue following the expiration of its Service Term on a month-to-month basis at the then existing monthly rates for the Service unless and until the Service Order is terminated by either party by providing the other party with at least thirty (30) days prior written notice of termination. Notwithstanding anything herein to the contrary, if the Service Term for any Service Order extends beyond the expiration of the Term of this Agreement, then this Agreement shall continue in effect until the expiration or termination of the applicable Service Term, but only as to the Service Order so affected, and subject to the termination rights of Provider and Customer under this Agreement.

3. Pricing of Services. During the Term, Customer shall pay Provider for the Services as set forth in each executed Service Order. With respect to each Service Order, except as provided below, Provider shall not increase pricing of ordered Services during the Service Term, but thereafter Provider may increase pricing of the Services upon thirty (30) days’ prior written notice. Upon receipt of such notice, Customer may accept the price increase and continue to purchase the affected Services or cancel all of the Services affected by the price increase upon written notice to Provider. Customer acknowledges that the Services furnished pursuant to this Agreement may be, in part, delivered through the use of local exchange carrier tariffed rates and other charges of third party providers (“Telco Charges”). These charges may increase over time if the local exchange carriers or other carriers make adjustments to rate structures or the Telco Charges are otherwise adjusted to comply with regulatory action of the Public Utility Commission of Texas, the Federal Communications Commission, or other governmental authority. Provider reserves the right to modify its rates for any Services provided under this Agreement to reflect any increases in Telco Charges applicable to the Services.

4. Payment. Non-Recurring Charges shall be invoiced upon the Service Activation Date (defined below) or otherwise as provided in the Service Order. Monthly Recurring Charges (“MRC”) and other normal service charges shall be invoiced monthly in advance. All undisputed amounts owed by Customer shall be paid within thirty (30) days after the date of the invoice, and Provider reserves the right to charge interest on all undisputed delinquent payments and on any disputed payments withheld by Customer that are finally determined to be owed to Provider at the lesser of 1½% per month or the maximum amount allowed by law. If Customer disputes any charges, Customer shall so notify Provider in writing setting forth the basis for the dispute and shall furnish all documentation supporting the withholding of payment within sixty (60) days of the invoice date, but Customer shall continue to timely pay all portions of the invoices not in dispute. In the event that all undisputed charges owed pursuant to Provider’s invoice are not paid in full by Customer within thirty (30) days of the due date, Provider will have the right, after providing Customer with five (5) days’ prior notice, in addition to its other remedies, to suspend or disconnect any Services provided pursuant to this Agreement. Prices do not include taxes and related charges (however designated), and all taxes, fees and governmental charges imposed on the provided Services shall be paid by Customer in addition to any other amounts owing (except for any taxes or fees assessed upon Provider’s net income). Such amounts will be listed separately on Customer’s invoices. If Customer is entitled to an exemption from any applicable taxes, Customer is responsible for presenting Provider with a valid exemption certificate. Provider will give effect to any valid exemption certificate provided in accordance with the foregoing sentence to the extent it applies to any Services billed by Provider to Customer following Provider’s receipt of such exemption certificate.

5. Credit Approval and Procedures. Customer’s execution of this Agreement signifies Customer’s acceptance of Provider’s initial and continuing credit approval procedures and policies. Provider’s acceptance of each Service Order is conditioned on Provider’s prior credit review and approval. Provider may require additional security or deposits before Services are provided pursuant to any Service Order or for continuation of Services following Customer’s default in timely payment of any invoices for Services on two or more occasions during the Term of this Agreement. Based on this credit review, Provider may from time to time require Customer to provide adequate assurances that it will pay all obligations with respect to the Service Orders as they become due, including without limitation the provision of credit support in the form of letters of credit, cash deposits, guarantees from parental or other entities, or any other form of security, each in form and substance reasonably acceptable to Provider. In the event Customer at any time fails to make any payment required to be made by Customer under this Agreement when due, Customer authorizes Provider, at its election and in addition to any other rights or remedies it may have, to credit the unpaid charges against any debts and payment obligations due and owing to Customer by Provider or any of its affiliated companies through netting.

6. Delivery of Service/Ordering.

• Service Orders. Upon request, Provider shall provide Customer with quotations for Services on Provider’s network and/or selected third party networks. Services entirely provided through networks owned by Provider and its affiliated companies are hereafter referred to as “On-Net Services.” Services provided in whole or in part utilizing third party networks provisioned by Provider through a third party carrier for the benefit of Customer are hereafter referred to as “Off-Net Services.” Provider reserves the right to revoke or amend any quotation in writing prior to acceptance by Customer and execution of a written Service Order by Customer and Provider. If Customer chooses to accept the quotation for a particular service configuration, Customer shall so notify Provider and Provider shall submit a Service Order to Customer for review and acceptance. A Service Order is “accepted” by Customer when executed by an authorized representative of Customer. Customer’s acceptance of a Service Order will indicate Customer’s agreement as to the accuracy of the details contained on the Service Order and will constitute a contractual obligation of Customer for the Services specified in such Service Order.

• Acceptance by Provider. Upon acceptance of a Service Order by Provider, Provider shall, within five (5) business days for On-Net Services or within ten (10) business days (or as soon thereafter as such information is obtained from any third party providers) for Off-Net Services after Provider’s acceptance of the Service Order and after Provider’s receipt of all necessary service information from Customer, provide Customer with the date upon which Provider commits it will install and deliver the Service (the “Firm Order Confirmation Date” or “FOC Date”). If Provider has not provided an FOC Date within the timeframes indicated above in this Section 6.2, Customer may cancel the Service Order without penalty upon notice to Provider. In addition, if the FOC Date provided by Provider is not within five (5) business days of the requested due date, Customer may cancel the Service Order without penalty by providing written notice to Provider within one (1) full business day of Customer’s receipt of the FOC from Provider.

• Delivery of DLR. For purposes of this Agreement, “Design Layout Record” or “DLR” shall mean the detailed technical information and circuit identification that is necessary to complete the installation of the Services ordered by Customer. Upon request by Customer, Provider shall use commercially reasonable efforts to deliver the DLR to Customer at least five (5) business days prior to the FOC Date for Services.

• Provider may substitute, change or rearrange any equipment, facility or system used by Provider in providing Services at any time and from time to time, but shall not thereby alter the technical parameters of the Services provided hereunder. Customer, and not Provider, shall have sole responsibility for installation, testing and operation of any interconnection facilities and other equipment, facilities, systems or services used in connection with Provider’s Services (the “Customer Facilities”) and may not delay, suspend or abate payment for the Services due to any failures attributable to such Customer Facilities.

7. Service Levels and Credits.

• Installation. If Provider’s installation of a Service is delayed for more than sixty (60) days beyond the FOC Date for reasons other than an Excused Outage (defined below), Customer may cancel the affected Service upon written notice to Provider and without payment of any applicable cancellation charges; provided such written notice is delivered prior to the Service Activation Date (defined below) for the affected Service. If Customer wishes to terminate any Services under this section, Customer agrees to reimburse Provider for any actual documented third party cancellation charges incurred by Provider for any applicable Off-Net Services. Installation of a Service shall be deemed completed when Provider activates and turns over the particular circuit or other Service as ordered to Customer, the Service meets the service requirements set forth herein, and the Service is otherwise operative, or, if earlier, the date Customer commences use of the applicable Services other than strictly for testing purposes (the “Service Activation Date”).

• Outage. For purposes of this Agreement, the term “Outage” shall mean a total interruption in service, except for any interruption that is attributable to an Excused Outage. An “Excused Outage” shall mean any interruption, unavailability, delay, or other degradation of service related to, associated with, or caused by (i) scheduled maintenance events (provided Provider gives Customer five (5) business days’ advance notice of such maintenance events and provided further, however, that such notice requirement will exclude emergency maintenance actions as declared by Provider’s network operations center (NOC)), (ii) Customer actions or inactions, (iii) failure of Customer provided power or equipment or other Customer Facilities, (iv) any third party but excluding any such third party that is engaged by Provider by or on behalf of Customer, (v) any outage of a circuit provided by a carrier other than Provider, or (vi) a force majeure event as described in Section 13 below. The duration of any Outage will commence upon the earlier of the time when Customer reports an Outage to Provider or the time when Provider becomes aware of such Outage and will end when the Outage is repaired and the Service meets the service requirements set forth herein, and the Service is otherwise operative and functioning. Customer must exercise its right to terminate any affected Service under this Section 7.2 in writing, within thirty (30) days after the right of termination arises.

7.2(a). Chronic Outages on Protected Services. With respect to Services that are protected (i.e. are part of a self-healing ring) (“Protected Services”), Customer may terminate and discontinue affected Service prior to the end of the Service Term without payment of any applicable early termination charges, following written notice thereof from Customer to Provider, if (i) such Service experiences an Outage or cumulative Outages on three (3) or more occasions of more than two (2) hours each in any thirty (30) day period, or (ii) such Service experiences a single continuous service Outage of four (4) or more hours.

7.2(b). Chronic Outages on Un-Protected or Linear Services. With respect to Services that are not Protected Services (i.e. Services that are Un-Protected or Linear Services), Customer may terminate and discontinue affected Service prior to the end of the Service Term without payment of any applicable early termination charges, following written notice thereof from Customer to Provider, if (i) such Service experiences three (3) or more Outages of more than four (4) hours each in any thirty (30) day period or (ii) such Service experiences a single continuous service Outage of forty-eight (48) or more hours.

7.2(c) Service Levels for Ethernet Services. Service Levels (defined below) for Ethernet Services provided by Provider to Customer shall be as follows:

• Packet Delivery/Loss: The Packet Delivery of the Ethernet Services shall be an average of at least 99.9% per month (99.99% per month for Protected Services). Packet Delivery is the average ratio of total packets that are received to those that are sent. Ratios are based on packets that transmitted from the source of Provider network terminating equipment to the destination network terminating equipment to which the Customer port is attached.
• Latency: The latency of the Provider Ethernet Services shall not exceed an average of eighteen milliseconds one way thirty-six (36) milliseconds (roundtrip).
• Jitter: Jitter will be an average of less than twelve (12) milliseconds one-way, end-to-end (including the local loop) within the applicable Ethernet Service.

For purposes of Ethernet Services, the term “Outage” shall mean a disruption or degradation of a particular Ethernet Service that resides on Provider’s network that fails to meet the Service Level specifications set forth herein, provided however, no credit shall apply to any Outage that is attributable to an Excused Outage.

• Credits. This Agreement provides specific standards and remedies regarding availability of Services as set forth in this Section 7 (“Service Levels”). In the event of Provider’s failure to provide Services in accordance with the Service Levels and other requirements of this Agreement, Customer may request Service Level credits in accordance with this Section 7 within thirty (30) days after the applicable Outage or other event giving rise to the credit. Any credits for Provider’s failure to deliver Services in accordance with the Service Levels (the “Service Level Credit(s)”) shall be issued during the first full billing cycle immediately following Customer’s request in writing for such credit. The parties agree that Service Level Credits will not apply to Excused Outages or Outages in Off-Net Services and shall not apply to any usage-based Services, if applicable. If an Outage occurs in an Off-Net Service and Provider is entitled to receive a credit, discount, or other payment from the third party provider for such Outage, such credit, discount, or payment shall be passed through in its entirety to Customer and applied to Customer’s account in the same manner as a Service Level Credit.

7.3(a) Service Level Credits. The specifications for Services provided by Provider will be set forth on each Service Order; provided, however, that all Services shall be provided over protected facilities unless otherwise specified on the Service Order. The availability for Service is 99.99% (“Availability Service Level”). In the event that the Service suffers an Outage or Outages and fails to meet the Availability Service Level in a given calendar month for reasons other than an Excused Outage, Customer shall be entitled, upon written request within thirty (30) days following the event giving rise to the credit, to a Service Level Credit off the MRC for the affected Service based on the cumulative unavailability of the Service in a given calendar month as set forth in the following tables:

Service Level Credits-Protected Services

Service Level Credits-Unprotected or Linear Services

Notwithstanding termination of one or more Service Orders due to chronic or extended service Outages as set forth above, all remaining Service Orders under this Agreement will remain in effect.

8. Indemnification and Limitations of Liability.

8.1(a) General Indemnification. EXCEPT AS OTHERWISE PROVIDED IN SECTION 8.2 BELOW, EACH PARTY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, AFFILIATES AND EMPLOYEES FROM AND AGAINST ANY THIRD-PARTY CLAIMS, ACTIONS, DEMANDS AND LIABILITIES (“CLAIMS”) DIRECTLY ARISING OUT OF THE INDEMNIFYING PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN THE PERFORMANCE OF THIS AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION HEREIN TO THE CONTRARY, NEITHER PARTY NOR THE INDEMNIFIED PARTIES OF ANY PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT LOSSES OR DAMAGES INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS (OTHER THAN PROVIDER’S RIGHT TO PAYMENT UNDER THIS AGREEMENT) OR COST OF REPLACEMENT FACILITIES OR SERVICES (WHETHER ARISING OUT OF OUTAGES OR OTHER TRANSMISSION INTERRUPTIONS OR PROBLEMS, ANY INTERRUPTION OR DEGRADATION OF SERVICE, OR OTHERWISE), WHETHER OR NOT FORESEEABLE, SUFFERED BY SUCH OTHER PARTY AS A RESULT OF THE PERFORMANCE OR NONPERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, OR ITS ACTS OR OMISSIONS RELATED TO THIS AGREEMENT, WHETHER OR NOT ARISING FROM SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, VIOLATION OF LAW, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER SOURCE EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.1(b) Limited Liabilities of Provider Group. As used in this Agreement, the term “Provider Group” shall mean: (i) Provider; (ii) any third parties providing facilities or equipment used by Provider in furtherance of Provider’s provision of Services to Customer: (iii) any affiliates of Provider or such third parties; and (iv) any director, officer, agent, servant, employee, independent contractor, or supplier of Provider, any such third parties, or any such affiliates. Customer agrees that any limitation of liability or protection to which Provider may be entitled, arising out of this Agreement or Services performed hereunder, shall fully apply to and benefit Provider Group as an indemnified party, in the same manner and to the same extent such provisions or protection apply to and benefit Provider. Further, notwithstanding anything in this Agreement to the contrary, except for indemnity obligations arising pursuant to Section 8.1(a) above, the maximum liability of Provider for any contract or tort liability of Provider or the Provider Group or in any other circumstance in which Provider or the Provider Group may have some liability to Customer, for whatever reason arising under or related to this Agreement, shall be limited in the aggregate to an amount equal to three times the MRC under this Agreement for Services for the month preceding the time of the first incident giving rise to the liability.

• Responsibilities for Users of Services. The parties agree that in no event shall Provider be responsible to Customer’s end users or other users of the Services for any Claims arising out of the use of the Services or the performance or non-performance of Provider’s obligations under this Agreement. Customer agrees that Customer shall be solely responsible for all such Claims and will indemnify, defend, and hold harmless Provider and the Provider Group from any such Claim. Customer shall, in any tariff or generally in any contract governing services provided in whole or in part using the Services, provide for a limitation of liability by which the liability of each party to this Agreement is limited to the amount charged or that would have been charged for the affected service, and which provides for no liability for indirect, consequential, special, incidental, punitive or other such damages or for loss of revenue or profits of any kind or nature.

• Remedies Exclusive. Customer acknowledges that the remedies expressly set forth in Sections 6 and 7 of this Agreement providing Customer the right to cancel or terminate Service Orders and/or to receive Service Level Credits under certain circumstances are the sole and exclusive remedies of Customer and the sole and exclusive liabilities of Provider with respect to any failure of Provider to provide Services in accordance with the Service Levels, and in accordance with Provider’s other commitments and obligations under this Agreement.

9. Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY APPLICABLE SERVICE ORDER, PROVIDER MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, APPLICABLE TO THE SERVICES.

10. Cancellation of Services.

• Voluntary Cancellation by Customer. In addition to the other rights of cancellation or termination contained in this Agreement, Customer may terminate Service after the Service Activation Date and prior to the end of the Service Term upon prior written notice to Provider. In the event that Customer does so, Customer shall pay Provider a termination charge equal to all unpaid amounts for Service provided through the date of termination, plus one hundred percent (100%) of the remaining MRC for the terminated Service applicable to the remainder of the Service Term.

• Upon Breach by Customer. In addition to its other rights, Provider may terminate this Agreement: (i) if Customer fails to make any payment required to be made by Customer under this Agreement and any such failure remains uncorrected for five (5) days after written notice by Provider, or (ii) if Customer fails to perform or observe any other material term or obligation contained in this Agreement, and any such failure remains uncorrected for thirty (30) calendar days after written notice specifying the nature of the default. If Provider terminates the Agreement due to default by Customer, all remaining unpaid charges for the Services, including any previously waived or credited charges applicable to the Services or their installation, any charges applicable to the remainder of the Service Term for each Service as calculated in Section 10.1 above, and any cancellation or termination charges related to the Service for which Provider becomes liable to any third party for Off-Net Services shall be and become immediately due and payable to Provider.

• Not a Penalty. The parties acknowledge that the cancellation or termination charges set forth in this Section 10 are a genuine estimate of the actual damages that Provider will suffer and are not a penalty.

• Cancellation before Service Activation Date. In the event of cancellation of a Service Order prior to the Service Activation Date, no cancellation charges will apply except that Customer shall be charged for all documented third party costs, fees, and expenses reasonably incurred in connection therewith.

11. Responsibility for Charges. Customer is responsible for all Non-Recurring Charges and MRCs on and after the Service Activation Date. In the event that Customer refuses to accept Service on and after the Service Activation Date, Customer agrees to still be responsible for the MRC until such time as Service is accepted, when Customer shall pay the Non-Recurring Charges (unless otherwise provided in the Service Order).

12. Change Requests. Customer may submit a change to a previously submitted Service Order at any time prior to the Service Activation Date. If in the reasonable discretion of Provider a requested change would result in a material change to the Service Order such as, but not limited to, a change in the endpoints or the speed or capacity of the Service, then Provider may require Customer to sign a new Service Order reflecting revised pricing. In the event that Customer requests such changes after having received the DLR, Customer shall be charged for all documented third party costs, fees and expenses reasonably incurred in connection therewith. Except as otherwise specifically stated in this section, there are no fees or charges for changes to a Service Order.

13. Force Majeure. With the exception of Customer’s payment obligations, neither party shall be liable for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood, explosion, accident, fiber cut, war, strike, embargo, pandemic, governmental requirement, civil or military authority, Act of God, inability to secure materials, labor or transportation upon reasonable commercial terms, acts or omission of common carriers or warehousemen, or any other causes beyond its reasonable control. Any such delay or failure shall suspend the Agreement until such force majeure ceases, and the Term shall be extended by the length of the suspension. In the event Provider is unable to deliver Service as a result of a force majeure event, Customer shall not be obligated to pay Provider for the affected Service for so long as Provider is unable to deliver the affected Service. The party claiming relief under this Section 13 shall notify the other party of the occurrence or existence of the force majeure event relied on and the cessation or termination of such event. Customer may cancel or terminate an affected Service without incurring any liability or charges thereby if a force majeure event persists beyond thirty (30) days.

14. Services for Customer Affiliates. The parties acknowledge and agree that Customer’s wholly owned affiliates may purchase Services from Provider pursuant to and in accordance with, and subject to, the terms and conditions of this Agreement. Any reference to Customer in this Agreement with respect to Services ordered by a Customer affiliate shall be deemed a reference to the applicable Customer affiliate; provided that Provider will have the right to conduct a credit check on such affiliate, and acceptance of Service Orders from such affiliate will be subject to Provider’s credit approval and other rights of Provider set forth in Section 5 of the Agreement.

15. Assignment. Neither party may assign this Agreement without the written consent of the other party, except that, subject to Provider’s credit approval rights set forth in Section 5 of the Agreement, either party may assign its rights and/or obligations hereunder: (a) to any subsidiary, parent company or affiliate of such party; (b) pursuant to any sale or transfer of substantially all of the assets of such party; or (c) pursuant to any financing, merger or reorganization of such party.

16. Complete Agreement. This Agreement and the Service Orders made subject to this Agreement set forth the full agreement of the parties with respect to the subject matter hereof and supersede any prior agreement or understanding. If any provision hereof is held by a court to be invalid, void or unenforceable, the remainder of this Agreement shall nevertheless remain unimpaired and in effect. No term or condition of this Agreement shall be modified or amended except by a writing signed by an authorized representative of both parties. However, one or more additional Service Orders may be subject to the terms and conditions of this Agreement. In the event of a conflict between the terms of this Agreement and any Service Order, the terms of this Agreement shall control.

17. No Partnership Intended. Neither this Agreement, nor the provision of Services hereunder, shall create a partnership or joint venture between the parties or result in a joint communications service offering to any third parties.

18. Confidentiality. The parties agree that the rates, terms, and conditions contained in this Agreement are confidential. Further, the parties hereto expressly recognize and acknowledge that, as a result of the provision of the facilities and services, information that is proprietary to each party may be disclosed to the other.  Any information that is identified as confidential or otherwise disclosed in a manner consistent with its being confidential shall be considered confidential information (“Confidential Information”).  Each party hereby agrees that it will make no disclosure of Confidential Information provided by the other party under this Agreement without the prior written consent of such other party and further expressly agrees to use Confidential Information solely in connection with and for its respective performance of its obligations under this Agreement.  Additionally, each party shall restrict disclosure of Confidential Information to its own employees, agents, or independent contractors to whom disclosure is necessary and who have agreed to be bound by the obligations of confidentiality hereunder, and each party shall use reasonable care to prevent disclosure of the Confidential Information, but not less care than it uses to prevent disclosure of its own confidential information.  Nothing contained in this Agreement shall be considered as granting or conferring rights by license or otherwise in any Confidential Information or other information that may be disclosed hereunder.  At the request of the other party, each party shall promptly return to the other party all Confidential Information or certify to the other party that it has been destroyed.  The receiving party shall have no obligation to the disclosing party to preserve Confidential Information that (i) was already known prior to the execution of this Agreement; (ii) is or becomes publicly known through no wrongful act of the receiving party or its affiliates; (iii) is received from a third party without default under this Agreement; (iv) is independently developed by the receiving party or its affiliates; (v) is approved for release by written authorization of the disclosing party; or (vi) is disclosed by the receiving party in order to satisfy any legal requirement of any competent government body; provided, however, upon the receiving party’s receipt of any such request, the receiving party shall first advise the disclosing party of same before making any disclosure to such body, so that the disclosing party may raise an objection to such disclosure before such body, take action to assure confidential handling of the Confidential Information by such body, or take any other action to protect Confidential Information that the disclosing party deems appropriate under the circumstances.

19. Publicity. Either party may advertise the other party as a customer or supplier, as the case may be, and may, in connection with that advertising and subject to any applicable logo/trademark usage guidelines provided in writing, use the other party’s name and logo in the associated marketing and advertising materials.

20. Governing Law and Survival. This Agreement shall be governed by the laws of the State of Texas without regard to its choice of law provisions. The parties’ rights and obligations which by their nature would extend beyond the termination, cancellation or expiration of this Agreement shall survive such termination, cancellation or expiration. If Provider is required to bring any action to enforce the payment obligations of Customer under this Agreement, Customer agrees to pay Provider’s court costs and reasonable attorneys’ fees in addition to all other amounts due pursuant to this Agreement.

21. No Third Party Beneficiaries. This Agreement shall be binding upon, inure solely to the benefit of and be enforceable by each party hereto and their respective successors and assigns hereto, including affiliates described in Section 14, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other third party any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

22. Notice. All notices or other communications required or permitted to be made or given hereunder by one party to the other party shall be in writing and shall be deemed to have been given:

(i) when hand delivered, or (ii) on the third (3rd) business day after the day of deposit in the United States mail when sent by certified mail, postage prepaid and return receipt requested; or (iii) on the next business day after the day of deposit by overnight delivery service. Such notices shall be sent to the address set forth for Customer at Customer’s address for notice set forth below, and to Brazoria Telephone Company, Attn: CEO/President, at 314 West Texas Street, Brazoria, Texas 77422, or at such other addresses as may hereafter be furnished in writing by either party to the other party.