Legal RespOrg Document

LEGAL RESPORG AUTHORIZATION AGREEMENT

This Legal RespOrg Authorization Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: (hereinafter "Client") and RespOrg Name: (hereinafter "RespOrg"). Client and RespOrg are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client is the registered subscriber or authorized owner of certain toll-free directory numbers and related account information, further identified below; and

WHEREAS, RespOrg is authorized, by certification and contractual arrangements with toll-free management systems, to act as a Responsible Organization for toll-free numbers and to make necessary record changes, routing updates and porting instructions on behalf of subscribers; and

WHEREAS, Client desires to appoint RespOrg to act on Client's behalf with respect to specified toll-free numbers and related administrative functions;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

1. APPOINTMENT; SCOPE OF AUTHORITY

1.1 Appointment. Client hereby appoints RespOrg as Client's non-exclusive Responsible Organization and agent for the toll-free numbers specifically listed in Section 2, and authorizes RespOrg to perform the acts described in this Agreement consistent with industry practices and applicable rules.

1.2 Scope of Authority. RespOrg is authorized to take the following actions on behalf of Client (check all that apply):

Actions Authorized: Change the Responsible Organization for the listed toll-free numbers Update routing, service provider records, or point of termination Initiate or authorize porting and assignment requests Receive and consent to release of account and provisioning information

2. TOLL-FREE NUMBERS AND ACCOUNT INFORMATION

Client hereby authorizes RespOrg to act on behalf of Client with respect to the following toll-free numbers and any related account or customer identifiers. Client represents and warrants that it is the legal subscriber or has lawful authority to authorize action on these numbers.

3. REPRESENTATIONS AND WARRANTIES

3.1 Client Representations. Client represents and warrants that: (a) it is the lawful subscriber or has express authority from the lawful subscriber to grant the authorizations in this Agreement; (b) the execution and performance of this Agreement will not violate any agreement or legal obligation to which Client is subject; and (c) all information provided to RespOrg is true, accurate and complete.

3.2 RespOrg Representations. RespOrg represents and warrants that it is duly authorized and certified to perform Responsible Organization functions, will act in good faith and in accordance with applicable industry rules and standards, and will use commercially reasonable efforts to process instructions promptly.

4. FEES AND PAYMENT

4.1 Fees. Client agrees to pay RespOrg fees for services performed under this Agreement in accordance with the schedule set forth below or as otherwise agreed in writing.

5. CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose to any third party any non-public, proprietary or commercially sensitive information obtained from the other Party in connection with this Agreement, except as required by law or industry operating rules. Confidential information shall not include information that is or becomes publicly available through no fault of the receiving Party.

6. TERM; TERMINATION

6.1 Term. This Agreement shall become effective on the Effective Date and remain in effect until terminated under this Section.

6.2 Termination. Either Party may terminate this Agreement for convenience upon prior written notice to the other Party delivered at least days prior to the desired termination date; termination for cause may be immediate upon written notice if the other Party breaches a material obligation and fails to cure within thirty (30) days after receipt of written notice.

7. INDEMNIFICATION; LIABILITY

7.1 Indemnification. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its affiliates from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence, willful misconduct, or misrepresentations.

7.2 Limitation of Liability. Except for liability arising from fraud, willful misconduct, or indemnification obligations, neither Party shall be liable for consequential, incidental, punitive or special damages. The aggregate liability of either Party for direct damages arising out of this Agreement shall not exceed the fees paid by Client to RespOrg under this Agreement during the twelve (12) month period preceding the event giving rise to liability.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided below or to such other address as either Party may designate by written notice.

9. MISCELLANEOUS PROVISIONS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

9.2 Entire Agreement. This Agreement, together with any exhibits or attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations, representations or agreements, whether written or oral.

9.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remainder of the provision and the other provisions of this Agreement shall not be affected and shall remain in full force and effect.

9.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. Failure to enforce any right shall not constitute a waiver of that right.

9.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Execution by electronic signature or by facsimile shall be binding.

10. CERTIFICATION AND AUTHORIZATION

Client hereby certifies that the person signing below is duly authorized to execute this Agreement on behalf of Client and that the authorizations granted herein are binding upon Client. Client authorizes RespOrg to submit requests and execute such documentation as necessary to effectuate the requested Responsible Organization changes, routing updates and porting instructions.

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