MCIMETRO ACESS TRANSPORTATION SERVICES / VERIZON

awarded to the plaintiff in any such litigation. Alternatively, Verizon may in connection with a communication; or (e) the content of any Verizon elect to disclose the Confidential Information rather than defend the litigation. customer communication. 7. It is agreed that a violation of any of the provisions of this Agreement will 11. If any provision of this Agreement shall be invalid or unenforceable,then cause irreparable harm and injury to Verizon and Verizon shall be entitled,in such invalidity or unenforceability shall not invalidate or render unenforceable addition to any other rights and remedies it may have at law or in equity,to the entire Agreement. The entire Agreement shall be construed as if not an injunction enjoining and restraining Recipient from doing or continuing to containing the particular invalid or unenforceable provision or provisions,and do any such act and any other violations or threatened violations of this the rights and obligations of the parties shall be construed and enforced Agreement. accordingly. 8. Neither disclosure of Confidential Information nor this Agreement shall be 12. This Agreement may be executed originally or by facsimile, and in construed as a license to make,use,or sell the Confidential Information or counterparts, each of which shall be deemed an original and such derived products. Neither this Agreement nor provision of Confidential counterparts together shall constitute one and the same instrument. When so Information pursuant to it shall be construed as an agreement,commitment, executed and delivered by each party to the other, this Agreement shall promise or representation by Verizon to do business with Recipient or to do become binding. anything except as set out specifically in this Agreement or the Encroachment Agreement. 13. The rights, obligations, and other interests of Recipient shall not be assigned by Recipient,in whole or in part,without the prior written consent of 9. The construction,interpretation and performance of this Agreement shall Verizon and any purported assignment of same shall be void. Subject to be governed by and construed in accordance with the laws of the State of Section 13 (Assignment) of the Encroachment Agreement, if Verizon sells, California without regard to any conflicts of law principles and subject to the exchanges or otherwise disposes of all or a portion of the assets of, or exclusive jurisdiction of its federal or state courts in California. Verizon's interest in, any business unit,then Verizon shall have the right,to 10. Recipient agrees that, in the event it comes into possession of any assign to such third party all rights granted under this Agreement, provided Verizon customer data,no such data shall be stored or transmitted,at,in or that the third party agrees to be bound by all obligations of Verizon to through, a site located outside of the United States without the advance Recipient that pertain to the matter of mutual interest. This Agreement shall written consent of Verizon.For purposes of this-provision,the term"Verizon be binding on successors and permitted assigns of the parties. customer data"shall mean:(a)any subscriber information,including,without 14. Except as may be provided in the Encroachment Agreement, this limitation,name,address,phone number or other personal information of any Agreement is the entire agreement between the parties with respect to Verizon subscriber;(b)any call-associated data,including,without limitation, nondisclosure of Confidential Information pertaining to the matter of mutual the telephone number, Internet address or similar identifying designator interest stated above. This Agreement supersedes all prior agreements and associated with a communication;(c)any billing records;(d)the time,date, understandings with respect to this subject. This Agreement may be size,duration of a communication or the physical location of equipment used amended only by written agreement executed by both parties. IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their duly authorized representatives. MClmetro Access Transmission Services Corp.d/b/a Verizon Access City of Pleasanton,a Cali is unicipal corporation Transco By: • 6t(Liq_ By: Name: 0 1 Jai Name: NSI SDh 'f'1alko Title: (. fftQg( r Title: City MAY►Ae rDate: 5 1 � Date: 51 10 /3 o a i I aT.—RCS/ED AS TO FGM: v