The Customer may not assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without Deputy’s prior written consent (not to be unreasonably withheld) provided, however, Customer may assign this Agreement in its entirety (including all Order Forms), without Deputy’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. However, if Customer is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of Deputy, then Deputy may terminate this Agreement on written notice.