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SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY TO
<br /> YOU RELATING TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE,
<br /> SHALL NOT EXCEED THE AMOUNT WE PAID YOU DURING THE TWELVE(12)MONTH PERIOD PRIOR TO THE DATE
<br /> THE CLAIM AROSE.
<br /> 14. Uncontrollable Circumstance. We reserve the right to renegotiate or terminate this Agreement upon sixty (60) days
<br /> advance written notice if circumstances outside our control related to the Facilities (including, without limitation, changes in
<br /> rates, regulations, or operations mandated by law; material reduction in inmate population or capacity; material changes in
<br /> jail policy or economic conditions;acts of God;actions you take for security reasons(such as lock-downs))negatively impact
<br /> our business; however, we shall not unreasonably exercise such right. Further, Customer acknowledges that Provider's
<br /> provision of the services is subject to certain federal, state or local regulatory requirements and restrictions which are subject
<br /> to change from time-to-time and nothing contained herein to the contrary shall restrict Provider from taking any steps
<br /> necessary to perform in compliance therewith.
<br /> 15. Iniunctive Relief. Both parties agree that a breach of any of the obligations set forth in the sections entitled "Software
<br /> License," "Ownership and Use," and "Confidentiality" would irreparably damage and create undue hardships for the other
<br /> party. Therefore,the non-breaching party shall be entitled to immediate court ordered injunctive relief to stop any apparent
<br /> breach of such sections,such remedy being in addition to any other remedies available to such non-breaching party.
<br /> 16. Force Majeure. Either party may be excused from performance under this Agreement to the extent that performance is
<br /> prevented by any act of God,war,civil disturbance,terrorism, strikes,supply or market,failure of a third party's performance,
<br /> failure, fluctuation or non-availability of electrical power, heat, light, air conditioning or telecommunications equipment, other
<br /> equipment failure or similar event beyond its reasonable control; provided, however that the affected party shall use
<br /> reasonable efforts to remove such causes of non-performance.
<br /> 17. Notices. Any notice or demand made by either party under the terms of this Agreement or under any statute shall be in
<br /> writing and shall be given by personal delivery; registered or certified U.S. mail, postage prepaid; or commercial courier
<br /> delivery service, to the address below the party's signature below, or to such other address as a party may designate by
<br /> written notice in compliance with this section. Notices shall be deemed delivered as follows: personal delivery — upon
<br /> receipt; U.S.mail—five days after deposit;and courier—when delivered as shown by courier records.
<br /> 18. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of North
<br /> Dakota. No waiver by either party of any event of default under this Agreement shall operate as a waiver of any subsequent
<br /> default under the terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the
<br /> validity or enforceability of the other provisions shall remain unaffected. This Agreement shall be binding upon and inure to
<br /> the benefit of Provider and Customer and their respective successors and permitted assigns. Except for assignments to our
<br /> affiliates or to any entity that succeeds to our business in connection with a merger or acquisition, neither party may assign
<br /> this Agreement without the prior written consent of the other party. Each signatory to this Agreement warrants and
<br /> represents that he or she has the unrestricted right and requisite authority to enter into and execute this Agreement,to bind
<br /> his or her respective party,and to authorize the installation and operation of the System. Provider and Customer each shall
<br /> comply,at its own expense,with all applicable laws and regulations in the performance of their respective obligations under
<br /> this Agreement and otherwise in their operations. Nothing in this Agreement shall be deemed or construed by the parties or
<br /> any other entity to create an agency, partnership, or joint venture between Customer and Provider. This Agreement cannot
<br /> be modified orally and can only be modified by a written instrument signed by all parties. The parties'rights and obligations,
<br /> which by their nature would extend beyond the termination, cancellation, or expiration of this Agreement, shall survive such
<br /> termination, cancellation, or expiration (including, without limitation, any payment obligations for services or equipment
<br /> received prior to such termination, cancellation, or expiration). This Agreement may be executed in counterparts, each of
<br /> which shall be fully effective as an original, and all of which together shall constitute one and the same instrument. This
<br /> Agreement,together with the exhibits and Schedules, constitutes the entire agreement of the parties regarding the subject
<br /> matter set forth herein and supersedes any prior or contemporaneous oral or written agreements or guarantees regarding
<br /> the subject matter set forth herein.
<br /> Master Services Agreement-Page 3 of 9
<br /> ©SECURUS Technologies,Inc.-Proprietary&Confidential-Form 7.07
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