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3. CUSTOMER(i)terminates or suspends its business, (ii)becomes insolvent, admits <br /> in writing its inability to pay its debts as they mature,makes an assignment for the <br /> benefit of creditors, or becomes subject to direct control of a trustee,receiver or <br /> similar authority, or(iii)becomes subject to any bankruptcy or insolvency <br /> proceeding under federal or state statutes. <br /> 4. If any Termination Event occurs,termination will become effective immediately or <br /> on the date set forth in the written notice of termination. Termination of this <br /> Agreement will not affect the provisions regarding CUSTOMER's or CJS's treatment <br /> of Confidential Information,provisions relating to the payment of amounts due, or <br /> provisions limiting or disclaiming CJS's liability,which provisions will survive <br /> termination of this Agreement. <br /> C. Within thirty(30)days after the date of termination or discontinuance of this Agreement <br /> for any reason whatsoever, CUSTOMER shall return the CJS Software and all copies, in <br /> whole or in part,all Documentation relating thereto, and any other Confidential <br /> Information in its possession that is in tangible form. CUSTOMER shall furnish CJS with a <br /> certificate signed by an executive officer of CUSTOMER verifying that the same has been <br /> done. <br /> ARTICLE X-ASSIGNMENT <br /> Neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise <br /> transferred by either party, in whole or in part, whether voluntary or by operation of law, except <br /> by way of sale of assets,merger or consolidation,without the prior written consent of the other <br /> party, such consent will not be unreasonably withheld, and any attempted assignment without <br /> such consent shall be void.No assignment of this Agreement shall be valid until and unless <br /> consented to in writing by the non-assigning party and assumed by the assignee in writing. When <br /> duly assigned in accordance with the foregoing,this Agreement shall be binding upon and shall <br /> inure to the benefit of the parties and their respective successors and assignees. <br /> ARTICLE XI—CUSTOMER'S ENTERPRISE <br /> CUSTOMER's application server(s)and database server(s)are as follows: <br /> Server(s) Location(s) <br /> Application Server(s): Up to two Environments Customer Premise <br /> Database Server(s): Up to two Environments Customer Premise <br /> ARTICLE XII-ENTIRE AGREEMENT <br /> This Agreement and any schedules, exhibits or addendums attached thereto contain the entire <br /> agreement and understanding between the parties with respect to the subject matter hereof and <br /> supersedes any and all prior or contemporaneous proposals, discussions, agreements, <br /> CUSTOMER issued purchase order,or document of like intent or purpose, understandings, <br /> commitments,representations of any kind, whether oral or written, relating to the subject matter <br /> hereof, except as provided in Article I, paragraph B with respect to the definition of"Confidential <br /> December 2015 7 of 11 <br />