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p Confidentialitv Customer will regard and preserve as confidential all information related to the business of CenturyTel that may be obtained from any source, or as a result of this Agreement, and Customer will not, without first obtaining CenturyTel's written consent in each and every instance, disclose to any person, firm or enterprise or use for its benefit (or to CenturyTel's detriment), any such information or any other information otherwise relating to the pricing, methods, financial data, lists, programs, customers, research, or related information of CenturyTel concerning past, present or future business activities of CenturyTel. Notwithstanding the foregoing, this contract, correspondence related to the contract, and all billings and payment records are subject to disclosure under the Texas Public Information Act. 7. Indemnification. CenturyTel shall use its best efforts in accordance with reasonable industry standards to provide the services described herein. Notwithstanding anything else contained herein to the contrary, CenturyTel shall have no liability whatsoever for any lost business or profits or any direct, indirect, special or consequential damages or loss resulting from CenturytTel's failure or inability to provide the services required hereunder at any time. 8. Waiver. No modifications or amendment of this Agreement and no waiver of any of the provisions hereof shall be valid unless in writing and signed by the duly authorized representatives of the Parties. This Agreement may not be assigned by either party in whole or in part, without the express written consent of the other party in each and every instance, which consent shall not be unreasonably withheld. 9. Notices All notices required herein shall be in writing and sent by certified or registered mail, return receipt requested, to the address and individual(s) set forth below or to such other address for such Party as said Party shall hereafter designate, by notice given to the other Party pursuant to this paragraph. Each notice shall be deemed received on the third (3) business day following the date of mailing of same. 10. HeadinQs Headings used in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement. GoverninQ Law This Agreement shall be interpreted in accordance with the laws of the State of Texas This Agreement is performable in Texas and the Parties agree that venue for any cause of action or suit based upon this Agreement shall be in Texas. 12. Severabilitv In any provision of this Agreement or application to any Party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law. 13. Miscellaneous The rights and remedies under this Agreement are emulative, and not exclusive, and shall be in addition to all rights and remedies available to either Party at law or in equity. Failure to exercise any right or remedy shall not be construed to be a waiver of any other right or remedy. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. In witness whereof the Parties hereto have executed this Agreement by their duly authorized representatives. I Telecommunications, Inc. )-.~ By: By: The City of San Marcos (Customer) o/--c,<1. ~~ Larry D. Gilley Name:John L Nauarrette Name: Title: General Manager Title: City Manaqer dress: ?OR!=; r..llHrlHlllP"" Address: 6 3 0 E. Hopkins Street San Marcos, Texas 78666 ~~n MQrCOS Texa~ 7e666 Date:.l~mlary 29. 2001 Date: January 23, 2001