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7. Ownership and Use. The System,the Applications, and related records, data,and information shall at all times remain
<br /> our sole and exclusive property unless prohibited by law, in which event, we shall have the unlimited right to use such
<br /> records,data,and information for investigative and law enforcement purposes. However,during the term of this Agreement
<br /> and for a reasonable period of time thereafter, we will provide you with reasonable access to the records. We (or our
<br /> licensors, if any)have and will retain all right,title, interest,and ownership in and to(i)the Software and any copies,custom
<br /> versions, modifications, or updates of the Software, (ii) all related documentation, and (iii) any trade secrets, know-how,
<br /> methodologies,and processes related to our Applications,the System,and our other products and services(the"Materials").
<br /> The Materials constitute proprietary information and trade secrets of Provider and its licensors, whether or not any portion
<br /> thereof is or may be the subject of a valid copyright or patent.
<br /> 8. Legality/Limited License Agreement. For services related to Applications which may allow you to monitor and record
<br /> inmate or other administrative telephone calls,or transmit or receive inmate electronic messages("e-mail"); by providing the
<br /> Application, we make no representation or warranty as to the legality of recording or monitoring inmate or administrative
<br /> telephone calls or transmitting or receiving inmate e-mail messages. Further, you retain custody and ownership of all
<br /> recordings, and inmate e-mail messages; however you grant us a perpetual limited license to compile, store, and access
<br /> recordings or inmate calls and access inmate e-mail messages for purposes of(I)complying with the requests of officials at
<br /> the Facility, (ii) disclosing information to requesting law enforcement and correctional officials as they may require for
<br /> investigative, penological or public safety purposes, (iii) performing billing and collection functions, or (iv) maintaining
<br /> equipment and quality control purposes. This license does not apply to recordings of inmate calls or e-mail messages with
<br /> their attorneys or to recordings or e-mail messages protected from disclosure by other applicable privileges.
<br /> 9. Confidentiality and Non-Disclosure. The System,Applications,and related call records and information(the
<br /> "Confidential Information")shall at all times remain confidential to Provider. You agree that you will not disclose such
<br /> Confidential Information to any third party without our prior written consent or as required by law. Because you will be able
<br /> to access confidential information of third parties that is protected by certain federal and state privacy laws through the
<br /> Software and Applications,you shall only access the Software with computer systems that have effective firewall and anti-
<br /> virus protection. Moreover,you acknowledge that the Service Level Agreement set forth in the Schedule constitutes a
<br /> proprietary trade secret and that you will keep its contents confidential and,unless required by court order or statute,will not
<br /> disclose such information without Provider's express written consent(except that you may disclose the contents of this
<br /> Agreement to your attorney or tax advisor,if any,but only after informing those persons that they must keep confidential the
<br /> information contained herein). Before complying with any such court order or statute,you agree to notify Provider so that it
<br /> may assert any rights to non-disclosure that it may have under the applicable law.
<br /> 10.Claims. To the fullest extent allowed by applicable law, each party agrees to be responsible for any loss, cost, claim,
<br /> liability,damage,and expense(including,without limitation, reasonable attorney's fees and expenses)(collectively"Claims")
<br /> arising out of (i) a breach of its own representations, warranties and/or covenants contained herein or (ii) the gross
<br /> negligence or willful misconduct of, or intellectual property infringement or alleged intellectual property infringement by itself
<br /> and/or its employees,agents, or contractors in the performance of this Agreement.
<br /> Furthermore,the parties understand and agree that each one is subject to federal,state,and local laws and regulations,and
<br /> each party bears the burden of its own compliance. The Provider agrees to install and implement the Inmate Telephone
<br /> System according to the law governing the Provider, the instruction it receives from the Customer as to the Customer's
<br /> requirements under the law, and according to the Customer's facility's demographics. The Provider agrees to indemnify the
<br /> Customer against any and all damages, loss, cost, claim, liability, injury (to persons and property) and expense brought or
<br /> claimed by third parties or the Customer's Facility(collectively, "Claims") arising out of or related to the Provider's failure to
<br /> comply with the instruction it receives from the Customer,and all laws and regulations governing the Provider.
<br /> 11. Insurance. We maintain comprehensive general liability insurance having limits of not less than $2,000,000.00 in the
<br /> aggregate. You agree to provide us with reasonable and timely written notice of any claim, demand, or cause of action
<br /> made or brought against you arising out of or related to the utilization of the Applications and the System in which the
<br /> Provider is brought in as a co-defendant in the Claim. We have the right to defend any such claim, demand, or cause of
<br /> action at our sole cost and expense and within our sole and exclusive discretion. You agree not to compromise or settle any
<br /> claim or cause of action arising out of or related to the utilization of the Applications or System without our prior written
<br /> consent,and you are required to assist us with our defense of any such claim,demand,or cause of action.
<br /> 12. Default and Termination. If either party defaults in the performance of any obligation under this Agreement, then the
<br /> non-defaulting party shall give the defaulting party written notice of its default setting forth with specificity the nature of the
<br /> default. If the defaulting party fails to cure its default within thirty(30)days after receipt of the notice of default,then the non-
<br /> defaulting party shall have the right to terminate this Agreement upon thirty (30) days written notice and pursue all other
<br /> remedies available to the non-defaulting party, either at law or in equity. Notwithstanding the foregoing, the thirty (30)day
<br /> cure period shall be extended to ninety (90) days if the default is not reasonably susceptible to cure within such thirty(30)
<br /> day period, but only if the defaulting party has begun to cure the default during the thirty (30) day period and diligently
<br /> pursues the cure of such default. Notwithstanding the foregoing, if you breach your obligations in the section entitled
<br /> "Software License" or the section entitled "Confidentiality", then we shall have the right to terminate this Agreement
<br /> immediately.
<br /> 13. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER
<br /> PARTY SHALL HAVE ANY LIABILITY FOR INDIRECT, INCIDENTAL,SPECIAL,OR CONSEQUENTIAL DAMAGES, LOSS
<br /> OF PROFITS OR INCOME, LOST OR CORRUPTED DATA, OR LOSS OF USE OR OTHER BENEFITS, HOWSOEVER
<br /> CAUSED AND EVEN IF DUE TO THE PARTY'S NEGLIGENCE, BREACH OF CONTRACT, OR OTHER FAULT, EVEN IF
<br /> Master Services Agreement-Page 2 of 9
<br /> ®SECURUS Technologies,Inc.-Proprietary&Confidential-Form 7.07
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