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163 "Order" means a written, electronic or verbal order, or purchase order governed by the terms and <br />conditions of the Agreement, submitted or confirmed by Customer and accepted by CenturyLink, <br />which identifies specific Products and Services; quantity ordered; CenturyLink's Agreement <br />number, title; and execution date; billing address; ship to address; and service/installation address, <br />as applicable. Verbal Orders are deemed confirmed upon Customer's written acla~owledgement, <br />or Customer's use, of Products or Services. <br />16.4 "Product(s)" includes equipment, devices, hardware, software, cabling or other materials sold or <br />leased to Customer by or through CenturyLink as a separate item from, or bundled with, a Service. <br />16.5 "Product and Service-specific Annexes" refers to sepazate descriptions, terms and conditions for <br />certain non-tariffed Products and Services, including those offered under applicable CenturyLink <br />local terms of service in states that have withdrawn Tariffs for such Products and Services. <br />Product and Service-specific Annexes aze incorporated into the Agreement. <br />16.6 "Schedules" are the terms and conditions governing CenturyLink's provision of certain <br />interexchange Services that were detariffed by order of the Federal Communication Commission <br />("FCC"). CenturyLink Schedules aze subject to change during the Agreement Term under the <br />rules and authority of the FCC. Schedules aze posted to the Rates and Conditions Website. <br />16.7 "Service(s)" means wireline and wireless business communications services that are not governed <br />by Tariffs, including basic or telecommunications services, information or other enhanced <br />services, and non-regulated professional services provided to Customer by or through <br />CenturyLink under the Agreement, excluding Products. <br />16.8 `Tariffs" means the CenturyLink incumbent local exchange carrier, competitive local exchange <br />tamer, or intrastate interexchange carrier tariffs on record with the FCC or state regulatory <br />authorities having jurisdiction over those Services. Tariffs are subject to change during the <br />Agreement Term under the rules and authority of the relevant regulatory bodies. <br />17. MISCELLANEOUS. <br />17.1 Independent Contractor. CenturyLink provides the Products and Services as an independent <br />contractor. The Agreement will not create anemployer.-employee relationship, association, joint <br />venture, partnership, or other form of legal entity or business enterprise between the parties, their <br />agents, employees or affiliates. <br />17.2 No Waiver of Rights. The failure to exercise any right under the Agreement does not constitute a <br />waiver of the party's right to exercise that right or any other right in the future. <br />17.3 No Third Party Beneficiaries. The Agreement's benefits do not extend to any third party. <br />17.4 Governing Law; Dispute Resolution <br />A. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF <br />THE PARTIES IS GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA, <br />WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES. <br />B. Forum Selection. Any court proceeding brought by either party must be brought, as <br />appropriate, in the 4`" Judicial District Court of Louisiana, located in Ouachita Parish, <br />Louisiana, or in the United States District Court for the Western District of Louisiana in <br />Alexandra, Louisiana. Each parry agrees to personal jurisdiction in either court. <br />C. Waiver of Jury Trial. <br />#280902v.10 Page 10 of 11 Rev. 115.10 <br />