1E9Ct5D

21.6 Headings. The headings in this Agreement are for reference only and shall notaffect the interpretation of this Agreement.21.7 Entire Agreement. This Agreement, including all Service Orders and otherSchedules and Exhibits[, together with [SPECIFIC RELATED AGREEMENTS] and anyother documents, agreements or instruments incorporated by reference herein, constitutesthe sole and entire agreement of the parties to this Agreement with respect to the subjectmatter contained herein, and supersedes all prior and contemporaneous understandingsand agreements, both written and oral, with respect to such subject matter. In the event ofany conflict between the terms of this Agreement and those of any Schedule, Exhibit orother document, the following order of precedence shall govern: [(a) first, thisAgreement, excluding its Exhibits and Schedules; (b) second, the Exhibits and Schedulesto this Agreement as of the Effective Date; and (c) third, any other documents,instruments or agreements incorporated herein by reference/[OTHER ORDER OFPRECEDENCE]]. [Except as expressly identified in Section 21.7 or a Service Order,n/N]o browse-wrap, shrink-wrap, click-wrap or other non-negotiated terms andconditions provided with any of the Services[,/ or] Documentation [or other ProviderMaterials] hereunder will constitute a part or amendment of this Agreement or is bindingon Customer or any Authorized User for any purpose. All such other terms andconditions have no force and effect and are deemed rejected by Customer and theAuthorized User, even if access to or use of such Service[,/ or] Documentation [or otherProvider Materials] requires affirmative acceptance of such terms and conditions.]21.8 Assignment.(a) Neither party shall assign or otherwise transfer any of its rights, or delegateor otherwise transfer any of its obligations or performance, under this Agreement withoutthe other party's prior written consent, which consent shall not unreasonably be withheldor delayed, provided that each party shall have the right, without the other party's consent,to assign or otherwise transfer this Agreement in its entirety:(i)to any of its Affiliates[, provided that all such rights, obligations andperformance hereunder shall revert to Customer automatically andimmediately at such, if any, time as such affiliated entity ceases to bean Affiliate of Customer, and provided further that Customer shallremain responsible for all acts and omissions of such Affiliate in theperformance of this Agreement]; or(ii) in connection with any merger, consolidation or reorganizationinvolving Customer (regardless of whether Customer is a surviving ordisappearing entity), or a sale of all or substantially all of Customer'sbusiness or assets relating to this Agreement to an unaffiliated thirdparty [of good financial standing].53