2011-191 EMS - CenturyLink Sales Solutions, Inc. for E911 Phone Records and Maintenance

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(1) EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT ACTION ARISING AMONG THE PARTIES, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, AND WHETHER MADE BY CLAIM, COUNTER-CLAIM, THIRD PARTY CLAIM OR OTHERWISE. ' (2) If for any reason the jury waiver is held to be unenforceable, the parties agree to binding abbitration for any dispute arising out of this Agreement or any claim arising under any federal, state, or local statutes, laws or regulations, under the applicable commercial rules of the CPR Institute for Dispute Resolution and 9 U.S.C. § 1, et. s .Any arbitration will be held in the Monroe, Louisiana metropolitan azea and be subject to the governing law provision of these Standard Terms and Conditions. Discovery in the abbitration will be governed by the Local Rules applicable in the United States District Court for the Western District of Louisiana. Judgment upon the arbitration award may be entered in any court having jurisdiction. 17.5 Compliance with Laws. Each party agrees that it will comply with all applicable laws in performing its obligations under the Agreement.' 17.6 Assignment. Customer may not assign any rights or obligations under the Agreement or an Order without CenturyLink's prior written consent, except that Customer may assign the Agreement, after 30 days prior written notice, to an Affiliate or an entity that has purchased all or substantially all of Customer's assets. Following written notice to Customer, CenturyLink may assign the Agreement or an Order, in whole or in part, without Customer's prior written consent. 17.7 Amendments aad Alterations. The Agreement may only be amended in a writing signed by both parties' authorized representatives. Alterations to the Agreement are not valid unless accepted in writing by authorized representatives of both parties. 17.8 Notice. Notices required under the Agreement must be submitted in writing to the party's address for notice listed in the Agreement or Order and, in the case of a dispute, notices must also be sent to: CenturyLink Attn: Senior Assistant General Counsel, Commercial Law 5454 W. 110`s Street Overland Park KS 66211 17.9 Severability. If any provision of the Agreement is found to be unenforceable, the Agreement's unaffected provisions will remain in effect and the parties will negotiate a mutually acceptable replacement provision consistent with the parties' original intent. 17.10 URLs and Successor URLs. References to Uniform Resource Locators (URLs) in the Agreement include any successor URLs designated by CenturyLink. 17.11 Survivability. The terms and conditions of the Agreement regarding confidentiality, indemnification, warranties, payment, dispute resolution and all others that by their sense and context are intended to survive the expiration of the Agreement will survive. 17.12 Entire Agreement. This Agreement, including all referenced documents, annexes, Schedules, or exhibits, the related Orders and the parties' mutual nondisclosure agreement constitutes the entire agreement and understanding between the parties and supersedes all prior or contemporaneous negotiations or agreements, whether oral or written, relating to its subject matter. #280902v.10 Page i l of 11 Rev. 11.5.10