Wave Business Solutions LLC 7/19/2016

termination date; (ii)any portion of the NRC for the terminated Service(s) that has not yet been paid to Provider; and (iii)a percentage of all remaining MRCS Customer was to pay Provider for the remainder of the applicable Service Term (the "Remaining Monthly Service Charges"). If a Termination Charge is incurred during the first year of the Service Term, the percentage of the Remaining Monthly Service Charges due shall be one hundred percent (100%). If a Termination Charge is incurred during the second or third year of the Service Term,the percentage of the Remaining Monthly Service Charges due shall be seventy-five percent (75%). If a Termination Charge is incurred during or after the fourth year of the Service Term, the percentage of the Remaining Monthly Service Charges due shall be fifty percent(50%). If incurred,the Termination Charge will be due and payable within thirty(30)days after the termination date of the Service at issue. Customer acknowledges that the calculation of the Termination Charge is a genuine estimate of Provider's actual damages and is not a penalty. 6.5 Portability;Substitution of Services. At any time during the Service Term of a Service Order, Customer may elect to substitute new Services for then-existing Services. In such event, Provider will waive the Termination Charge associated with the termination of the then-existing Services as long as: (i) the Fees payable to Provider in connection with the substitute Services are equal to or greater than the Fees of the discontinued Services; (ii) Customer commits to retain the substitute Services for the remainder of the Service Term for the discontinued Services; (iii) Customer pays all applicable installation and other NRCs, if any, for provision of the substitute Services; and (iv)Customer reimburses Provider for all reasonable and documented engineering, installation and construction costs associated with the discontinued Services, calculated on a time and materials basis,that have not already been recovered by Provider by the time of the substitution. ARTICLE 7—CONFIDENTIALITY AND THE PUBLIC RECORDS ACT THIS ARTICLE 7 IS SUBJECT IN ITS ENTIRETY TO THE ADDENDUM(WASHINGTON STATE TRANSPARENCY LAWS)EXECUTED BY THE PARTIES AND ATTACHED HERETO AS EXHIBIT C 7.1 Definition of Confidential Information. "Confidential Information"shall mean all information,including this Agreement, regarding the telecommunications needs of Customer and the Services that Provider offers under this Agreement which is disclosed by one Party("Disclosing Party")to the other Party("Receiving Party"),to the extent that such information is marked or identified as confidential or proprietary or would be reasonably deemed confidential or proprietary given the circumstances surrounding its disclosure. All written or oral pricing and contract proposals exchanged between the Parties shall be deemed Confidential Information, whether or not so designated. The fact that Customer is a customer of Provider shall not be deemed Confidential Information and may be freely disclosed by either Party. Information shall not be deemed Confidential Information if(i) it is independently developed by or for the Receiving Party, (ii)it is lawfully received by the Receiving Party free of any obligation to keep it confidential, (iii)it becomes generally available to the public other than by breach of this Agreement, or (iv)it was known to the Receiving Party prior to the Disclosing Party's disclosure of same. 7.2 Obligations Regarding Confidential Information. Confidential Information is the property of the Disclosing Party and shall be returned to the Disclosing Party upon request. The Receiving Party shall hold all Confidential Information in confidence. The Receiving Party: (a)shall use such Confidential Information only for the purposes of performing its obligations and/or enforcing its rights under this Agreement;(b)shall reproduce such Confidential Information only to the extent necessary for such purposes;(c)shall restrict disclosure of such Confidential Information to employees or contractors that have a need to know for such purposes (with disclosure to contractors being limited to contractors that have signed a non-disclosure agreement to protect the Confidential Information of third parties); (d)shall not disclose Confidential Information to any third party without prior written approval of the Disclosing Party except as expressly provided in this Agreement or as required by law, by court order, by administrative order of an agency having jurisdiction, or in the enforcement of its rights under this Agreement; and (e)shall use at least the same degree of care(in no event less than reasonable care)as it uses with regard to its own proprietary or confidential information to prevent the disclosure,unauthorized use or publication of Confidential Information. In the event a Receiving Party is required to disclose Confidential Information of the Disclosing Party pursuant to law, court order or administrative order of an agency having jurisdiction, the Receiving Party will, if such notice is permitted by law, notify the Disclosing Party of the required disclosure with sufficient time for the Disclosing Party to seek judicial relief from the required disclosure, and reasonably cooperate with the Disclosing Party in any efforts the Disclosing Party may take to obtain protective measures in respect to the required disclosure. The Parties agree that breach of this Article 7 may cause irreparable injury for which monetary damages are not an adequate remedy;accordingly, each Party may seek injunctive relief and any other available equitable remedies to enforce the provisions of this Article 7. MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICES—GOVERNMENTAL CUSTOMER pg.4 Wave Business Solutions,LLC/City of Everett 06/13/2016