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ARTICLE VZII <br />MISCELLANEOUS PROVISIONS <br />8.01 Independent Contractor. <br />The relationship of CPS to the Client shall be that of an <br />independent contractor. <br />8.02 Assignments. <br />CPS shall not assign this Agreement without the written <br />consent of the Client, whose consent shall not be unreasonably <br />withheld. <br />8.03 Subcontractors. <br />CPS has a contractual arrangement with Ameritrust to perform <br />certain obligations outlined in this Agreement, specifically the <br />authorization, capture, settlement and .reporting of all <br />transactions processed through CPS terminals. A copy of that <br />agreement is attached hereto as Appendix "C". CPS shall not <br />subcontract any part of its performance under this Agreement <br />without the written approval of the Client. If such approval is <br />given, any subcontractor and all employees of the subcontractor <br />shall be treated under this Agreement as if they were employees of <br />CPS, except in regard to fees. <br />8.09 Parties in Interest. <br />This Agreement shall not bestow any rights upon any third <br />party, but rather, shall bind and benefit the Client and CPS only. <br />8.05 Non-Waiver. <br />Failure of either party hereto to insist on the strict <br />performance of any of .the agreements herein or to exercise any <br />rights or remedies accruing hereunder upon default or failure of <br />performance shall not be considered a waiver of the right to insist <br />on and to enforce by any appropriate remedy strict compliance with <br />any other obligation hereunder or to exercise any right or remedy <br />occurring as a result of any future default or failure of <br />performance. <br />8.06 Applicable Law. <br />This Agrebment is subject to the Charter and Ordinances of the <br />Client, the laws of the federal government of the United States of <br />America, the laws of the state where the Client is located, and all <br />rules and regulations of any regulatory body or officer having <br />jurisdiction over this Agreement. CPS and Client shall comply with <br />all applicable laws, rules, regulations relating to its performance <br />hereunder. Venue for any cause of action arising out of this <br />14 06/06/91 <br />