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~ " 22.15 22.16 Purchase Orders Assignment GENERAL PROVISIONS Without limiting subparagraph 22.14(b), if you provide us with a purchase order in connection with an Order Form or a Statement of Work, then regardless whether we sign, acknowledge, accept, or fully or partially perform under me purchase order, BINDVIEW OBJECfS to any additional or different tenns in the purchase order, other than any that are identical to those of this Agreement and the applicable Order Form, unless the purchase order meets the amendment conditions of subparagraph 22.14(b). Any such acknowledgement, acceptance, or performance shan not be construed as assent to any such additional or different terms, but shall instead con- stitute an acknowledgement of receipt of the purchase order and, if the purchase order is deemed an offer on your part, our counteroffer on the terms ofthe Order Form or Statement of Work (by definition incorporating by reference the terms of this Agreement). You will be deemed to have accepted our counteroffer, and to have waived such additional or different terms in the purchase order, unless you notify us to the contrary in writing within fIVe (5) busi. ness days after receiving our acknowledgement, acceptance, or performance. a) Either party may assign this Agreement in respect of one or more individual Order Foons or Statements of Work (1) to an entity that qualifies as an Affiliate of that party under clause (b) of the definition of Affiliate in this Agreement, or (2) with the prior written consent of the other party. b) In addition, (I) you may assign this Agreement in respect of one or more individual Order Forms or SOWs without our consent in conjunction with an assignment of substantially all the assets of your business in connection with which you use the Software in question, and (2) we may assign this Agreement in respect of one or more individual Order Forms or SOWs in con- junction with an assignment of substantially all our assets relating specifically to the Software in question. Ifwe assign substantially all our assets relating specifically to a particular Soft- ware product, then we may assign this Agreement in respect of the Order Forms and/or SOWs associated with such Software product as to such product without assigning it in respect of the Order Forms andlor SOWs associated with other Software products. c) Any other attempted or actual assignment of this Agreement will be void. d) If you assign this Agreement in respect of a particular Order Form, unless the Order Form expressly provides otherwise, then your right to use the associated Software will automatically terminate without the need for notice from us. e) Promptly after any assignment, the assigning party and the assignee shall jointly give notice of the assignment to the other party. The assignee shall be deemed to have assumed the assign- ing party's post-assignment obligations under, and to have undertaken to be bound by the terms and conditions of, this Agreement. f) As used herein, the term "assign this Agreement" and similar terms shall be deemed to mean assigning all rights and delegating all future obligations of the assigning party in respect of all Order Forms and/or Statements of Work entered into under this Agreement (or in respect of less than all of them ifso specified). However, such an assignment shall not relieve the assign- ing party ofliability for any pre.assignment failure to meet its obligations under this Agree- ment without the other party's prior written consent. g) This Agreement will inure to the benefit of, and be binding upon, the respective successors and permitted assigns of the parties. BINDVIEW CUSTOMER AGREEMENT 95-3172 PAGE 30