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which is not dismissed within 90 days or makes an assignment for the benefit of <br /> creditors.In addition, CJS may terminate this Agreement effective immediately upon <br /> written notice to CUSTOMER if CUSTOMER fails to make any payment in full as <br /> and when due hereunder. <br /> (b) Upon termination for whatever reason and regardless of the nature of the default(if <br /> any), CUSTOMER agrees to pay CJS in full for all goods and/or services provided <br /> to, and accepted by, CUSTOMER under this Agreement and/or any task order hereto <br /> as of the effective date of the Agreement within 30 days of the invoice date. <br /> 10. Indemnification <br /> CJS agrees to defend, indemnify, and hold harmless CUSTOMER from and against third <br /> party claims,judgments, and awards, as well as the reasonable costs related thereto <br /> (hereinafter collectively referred to as "Damages")to the extent such Damages result from <br /> the gross negligence or willful acts or omissions of CJS occurring in the performance of its <br /> obligations hereunder; provided, such defense and payments are conditioned on the <br /> following: (1)that CJS shall be notified in writing by CUSTOMER within 5 business days <br /> following its receipt of any such claim,and(2)that CJS shall have sole control of the <br /> defense of any action on such claim and all negotiations for its settlement or compromise. <br /> CJS shall not be responsible for any Damages or liability resulting, in whole or in part, <br /> from the negligence or willful misconduct of CUSTOMER its employees, consultants or <br /> agents. <br /> 11. Limited Warranty <br /> (a) CJS warrants that the Services provided under this Agreement shall be performed <br /> with that degree of skill and judgment normally exercised by recognized professional <br /> firms performing the same or substantially similar services. In the event of any <br /> breach of the foregoing warranty,provided CUSTOMER has delivered to CJS timely <br /> notice of such breach as hereinafter required, CJS shall,at its own expense, at its <br /> discretion either(1)re-perform the non-conforming Services and correct the non- <br /> conforming Deliverables to conform to this standard, or(2)refund to CUSTOMER <br /> that portion of the Price received by CJS attributable to the non-conforming Services <br /> and/or Deliverables.No warranty claim shall be effective unless CUSTOMER has <br /> delivered to CJS written notice specifying in detail the non-conformities within 90 <br /> days after performance of the non-conforming Services or tender of the non- <br /> conforming Deliverables. The remedy set forth in this section 11(a)is the sole and <br /> exclusive remedy for breach of the foregoing warranty. <br /> (b) CJS SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED <br /> STANDARDS,GUARANTEES,OR WARRANTIES,INCLUDING ANY <br /> WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR <br /> PURPOSE OR NON-INFRINGEMENT,AND ANY WARRANTIES THAT <br /> MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE, <br /> ANY WARRANTY OF ERROR-FREE PERFORMANCE,OR ANY <br /> WARRANTY OF THIRD PARTY PRODUCTS,OR FUNCTIONALITY OF <br /> THE CUSTOMER'S HARDWARE, SOFTWARE,FIRMWARE,OR <br /> COMPUTER SYSTEMS. <br /> December 2015 4 of 14 <br />