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Embarq local terms of service will apply to the Services. Tariffs are posted to the Rates and Conditions <br /> Website. <br /> 17. MISCELLANEOUS. <br /> 17.1 Independent Contractor.Embarq provides the Products and Services as an independent contractor.The <br /> Agreement will not create an employer-employee relationship, association,joint venture,partnership, or <br /> other form of legal entity or business enterprise between the parties,their agents,employees or affiliates. <br /> 17.2 No Waiver of Rights.The failure to exercise any right under the Agreement does not constitute a waiver <br /> 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 Dispute Resolution. <br /> A. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE <br /> PARTIES IS GOVERNED BY THE LAWS OF THE STATE OF KANSAS,WITHOUT REGARD <br /> TO ITS CONFLICT OF LAWS PRINCIPLES. <br /> B. Forum Selection.Any court proceeding brought by either party must be brought, as appropriate,in <br /> Kansas District Court,located in Johnson County,Kansas, or in the United States District Court for <br /> the District of Kansas in Kansas City, Kansas. Each party agrees to personal jurisdiction in either <br /> court. <br /> C. Waiver of Jury Trial. <br /> (1) EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT <br /> ACTION ARISING AMONG THE PARTIES, WHETHER UNDER THIS <br /> AGREEMENT OR OTHERWISE, AND WHETHER MADE BY CLAIM, <br /> COUNTER-CLAIM,THIRD PARTY CLAIM OR OTHERWISE. <br /> (2) If for any reason the jury waiver is held to be unenforceable, the parties agree to binding <br /> arbitration for any dispute arising out of this Agreement or any claim arising under any <br /> federal,state,or local statutes,laws or regulations,under the applicable commercial rules of <br /> the CPR Institute for Dispute Resolution and 9 U.S.C. § 1, et. sea. Any arbitration will be <br /> held in the Overland Park, Kansas metropolitan area and be subject to the governing law <br /> provision of these Standard Terms and Conditions. Discovery in the arbitration will be <br /> governed by the Local Rules applicable in the United States District Court for the District of <br /> Kansas. <br /> 17.5 Compliance with Laws.Each party agrees that it will comply with all applicable laws in performing its <br /> obligations under the Agreement. <br /> 17.6 Assignment. Customer may not assign any rights or obligations under the Agreement or an Order <br /> without Embarq's prior written consent,except that Customer may assign the Agreement, after 30 days <br /> prior written notice, to an Affiliate or an entity that has purchased all or substantially all of Customer's <br /> assets. Following written notice to Customer,Embarq may assign the Agreement or an Order, in whole <br /> or in part,without Customer's prior written consent. <br /> 17.7 Amendments and Alterations. The Agreement may only be amended in a writing signed by both <br /> parties' authorized representatives.Alterations to the Agreement are not valid unless accepted in writing <br /> by authorized representatives of both parties. <br /> 17.8 Notice. Notices required under the Agreement must be submitted in writing to the party's address for <br /> notice listed in the Agreement or Order and,in the case of a dispute,notices must also be sent to: <br /> Embarq <br /> Attn:Vice President,Commercial Law <br /> 5454 W. 110d'Street <br /> Overland Park KS 66211 <br /> #280902 Page 9 of 10 Rev.12.07 <br />