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bankruptcy or insolvency has been instituted by or against such Party or its property, or a receiver is appointed in respect of any or all of such Party's property. 8.5 In the event of termination as provided in this Section, Harris will be compensated for all product delivered and services performed to the termination date which are deemed by San Marcos to be in accordance with this Agreement. This amount will be paid by San Marcos upon Harris delivering to San Marcos all information and materials developed or accumulated by Harris in performing the services described in this Agreement, whether completed or in progress. The expense of the reproduction of these items will be borne by San Marcos. 8.6 Upon termination of this Agreement for any reason, the Parties shall co-operate and act in good faith to facilitate, update and transfer San Marcos's billing data to a new billing system. San Marcos shall have the right to use the Software for a period of at least ninety (90) days from the date of termination, to facilitate such transfer. 9. GENERAL 9.1 Contractor as Independent Contractor. It is expressly agreed that Harris is not an agent of San Marcos, but an independent contractor. Harris shall not pledge or attempt to pledge the credit of San Marcos. 9.2 Year 2000 Compliance. The following Year 2000 Compliance requirements apply: (a) Any and all hardware and software delivered under this Agreement with San Marcos shall individually and in combination, correctly process, sequence and calculate all date and date-related data for all dates prior to, through and after January 1, 2000. Any software products delivered under this contract that process date and date-related data shall recognize, store and transmit date and date-related data in format, which explicitly and unambiguously specifies the correct century. (b) Any consulting and/or technology related services covered in this Agreement with San Marcos shall be performed by Harris employees, agents, or sub-contractors having full knowledge of Year 2000 transition requirements for all products for which they are providing services. (c) In the event that Harris, its employees, agents or sub-contractors learns or has reason to believe that San Marcos's hardware or software enviro~zment fails to use a date format that explicitly and unambiguously specifies the century in any date, Harris shall promptly advise San Mareos of such failure. (d) Failure to comply with this provision of these sub-paragraphs shall constitute default under the Agreement. 9.3 Nondiscrimination and Affirmative Action Program. San Marcos is an equal opportunity employer and requires that Harris comply with policies and regulations concerning equal opportunity. Harris, in the performance of this Agreement, agrees to not discriminate in its employment practices and policies on the basis of any employee's or applicant's race, religion, national origin, ancestry, sex, marital status, age, or physical or mental disability or any other basis prohibited by law. 9