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3.3. Additional charges. Additional charges, if any, relating to the
<br />provision of a Service will also be specified on the Order Form or pricing
<br />schedule, as the case may be, for that Service. Additional charges include,
<br />but are not limited to, charges for special construction requirements or
<br />expedite requests.
<br />3.3.1. Third -Party local access charges. In the limited circumstance where
<br />CLARO ENTERPRISE SOLUTIONS is notified by a third- party
<br />provider, if any, during the provisioning process of additional or different
<br />charges that necessitate a change to either the NRC (installation charges)
<br />or MRC for such Service, CLARO ENTERPRISE SOLUTIONS shall
<br />have the right to vary its charges for CUSTOMER's local access circuits
<br />accordingly, however such right is only invocable upon thirty (30) days'
<br />advance written notice prior to Service commencement.
<br />3.4. Taxes
<br />3.4.1. All Services under this Agreement are provided exclusive of any
<br />applicable federal, state, local, or foreign taxes, duties, charges or
<br />regulatory fees directly or indirectly imposed or permitted to be charged
<br />by any governmental authority in connection with the Services now in
<br />force or enacted in the future ("Taxes"). For the avoidance of doubt,
<br />Charges for certain Services are subject to (i) Federal and State Universal
<br />Service Fees; (ii) Property Tax Surcharges; and (iii) Cost Recovery Fees.
<br />Taxes are subject to change.
<br />3.4.2. During the term of this Agreement, each of the Parties shall be
<br />responsible to pay the Taxes which, in accordance with all applicable laws
<br />and statutes, correspond to said Party.
<br />3.4.3. The Parties acknowledge and agree that, in the event of modification
<br />of any existing, or the creation any new Taxes which are applicable to this
<br />Agreement, the total invoice amount that CUSTOMER will be required to
<br />pay shall be adjusted to account for such changes and shall also be
<br />retroactive to the date in which the modification or new Taxes took effect.
<br />3.4.4. Taxes will be separately itemized on CUSTOMER"s invoice.
<br />3.4.5. As a governmental entity, CUSTOMER is exempt from certain
<br />Taxes. A tax exemption certificate shall be furnished to CLARO
<br />ENTERPRISE SOLUTIONS.
<br />3.5. Billing Disputes.
<br />Amounts disputed in good faith by CUSTOMER shall not be payable
<br />while the Parties attempt to resolve the dispute for up to thirty (30) days
<br />following the invoice due date provided CUSTOMER: (i) pays all
<br />undisputed charges on or before the applicable invoice due date; and (ii)
<br />presents a written statement and supporting documentation of any billing
<br />discrepancies to CLARO ENTERPRISE SOLUTIONS in reasonable
<br />detail on or before the applicable invoice due date and (iii) works in good
<br />faith with CLARO ENTERPRISE SOLUTIONS for the purpose of
<br />resolving such dispute within such thirty (30) day period. CLARO
<br />ENTERPRISE SOLUTIONS has the right to exercise its remedies as
<br />described in this Section 3.5 or Section 8 with respect to any amounts not
<br />paid or disputed as described herein. Nothing contained herein will limit
<br />CUSTOMER's right to dispute amounts at any time following thirty (30)
<br />days after the applicable invoice due Date, provided, however, CLARO
<br />ENTERPRISE SOLUTIONS shall not be obligated to consider any
<br />CUSTOMER notice of billing discrepancies which are received by
<br />CLARO ENTERPRISE SOLUTIONS more than thirty (30) days
<br />following the applicable Invoice Due Date. Each Party agrees to negotiate
<br />in good faith for the purpose of resolving any properly raised disputes
<br />subject to the following:
<br />a. hi the event such dispute is resolved in favor of CLARO
<br />ENTERPRISE SOLUTIONS, CUSTOMER agrees to pay CLARO
<br />ENTERPRISE SOLUTIONS the disputed amounts within ten (10)
<br />days after the resolution.
<br />b. In the event such dispute is resolved in favor of CUSTOMER,
<br />CUSTOMER will receive a credit for the disputed charges in
<br />question no later than on the second monthly invoice following such
<br />resolution.
<br />4.0. CONFIDENTIAL INFORMATION• MARKS,
<br />All documentation, technical information, software, business information,
<br />proposals for Services or other materials that are disclosed by either Party
<br />in the course of performing this Agreement shall be considered
<br />confidential information ("Confidential Information") of the disclosing
<br />Party, provided such information is clearly marked as "proprietary" or
<br />"confidential". The existence and terms of this Agreement shall be
<br />deemed to be CLARO ENTERPRISE SOLUTIONS' and CUSTOMER's
<br />Confidential Information, provided that the Parties may disclose the
<br />existence or terms of this Agreement to the extent required by law or as
<br />necessary to enforce this Agreement. Each Party's Confidential
<br />Information shall be held in confidence and used only for purposes of
<br />performing this Agreement and using the Services. The confidentiality
<br />obligations of the receiving Party shall not apply to any information
<br />which, at or after the time of disclosure by the disclosing Party to the
<br />receiving Party, (i) is in the public domain; (ii) is disclosed to the receiving
<br />Party in by a third party who is able to do so without a breach of a
<br />confidentiality obligation; or (iii) is independently developed by the
<br />receiving Party without using any of the Confidential Information. The
<br />foregoing exclusions shall not apply to any material, data, information, or
<br />other content transmitted over CLARO ENTERPRISE SOLUTIONS'
<br />facilities or equipment by CUSTOMER, its Affiliates or their respective
<br />Users. Each Party agrees to require its Affiliates, agents, employees,
<br />subcontractors and other third parties to be bound by and abide by these
<br />same obligations and to limit dissemination of the other Party's
<br />confidential information to only those agents, employees, Affiliates and
<br />subcontractors whose duties justify their need to know such information
<br />for the purposes contemplated in this Agreement. A Party which makes
<br />Confidential Information available to any third party as permitted above,
<br />shall remain liable for the handling by the recipient of the received
<br />Confidential hrformation in conformity with the requirements of this
<br />Agreement and for the breach by any such recipient of such requirements.
<br />Both Parties agree not to display or use, in advertising, press releases or
<br />otherwise, any of the other Party's Marks without such Party's prior
<br />written consent. Neither Party shall issue a press release or advertisement
<br />regarding any aspect of this Agreement without the prior written consent
<br />of the other. In connection herewith CLARO ENTERPRISE
<br />SOLUTIONS acknowledges that CUSTOMER is a governmental entity
<br />and is thus subject to the Texas Public Information Act. Upon request for
<br />any Confidential Information, CUSTOMER will, in accordance with the
<br />Act, request a ruling from the Texas Office of the Attorney General and
<br />notify CLARO ENTERPRISE SOLUTIONS as required by law so that
<br />CLARO ENTERPRISE SOLUTIONS may file a response to the request
<br />with that Office.
<br />5.0. WARRANTY
<br />5.1. CLARO ENTERPRISE SOLUTIONS PROVIDES SERVICE
<br />LEVEL AGREEMENTS PURSUANT TO THE TERMS AND
<br />CONDITIONS OF THE APPLICABLE SERVICE ANNEX.
<br />CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER'S
<br />SOLE REMEDY FOR ANY FAILURE TO MEET ANY SERVICE
<br />LEVEL SHALL BE THE CREDITS SET FORTH HEREIN, AS WELL
<br />AS ANY RIGHT OF TERMINATION WHICH MAY BE PROVIDED
<br />FOR IN A SERVICE ANNEX, AND CUSTOMER SHALL NOT BE
<br />ENTITLED TO CLAIM ANY DAMAGES WHETHER CUSTOMER
<br />NOTIFIES CLARO ENTERPRISE SOLUTIONS OF THE
<br />POSSIBILITY OF SUCH DAMAGES OR OTHERWISE.
<br />5.2. CLARO ENTERPRISE SOLUTIONS AND ITS AFFILIATES
<br />MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND
<br />SPECIFICALLY DISCLAIM ANY WARRANTY OF
<br />MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
<br />v.10.22 CLARO ENTERPRISE SOLUTIONS, LLC — Confidential and Proprietary - Page 3 of 6
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