Common use of Deposit in Escrow Clause in Contracts

Deposit in Escrow. A. Within ten (10) days after the execution of this Escrow Agreement in accordance with Section 13.5 of said AGREEMENT, COMPANY shall deliver to Escrow Agent a sealed package containing: (i) a copy of a completely documented, then current version of the source code for SW in human readable form, as amended, the same being referred to hereinafter as the "Source Code". COMPANY shall identify each item in said package and certify the completeness and accuracy of the Source Code in a letter forwarding the same to Escrow Agent, with a copy of said letter to SIEMENS. Immediately upon receipt of the Source Code, Escrow Agent shall notify SIEMENS of such receipt. B. Escrow Agent shall hold the Source Code in a secure facility and shall release the same to SIEMENS upon the terms and conditions hereinafter provided. C. Unless otherwise provided by the AGREEMENT or this Escrow Agreement, or Addenda, Exhibits or Riders thereto, COMPANY has the obligation to keep the Source Code deposit updated with replacement Source Code in accordance with the following: SIEMENS / CASTLE OEM CONTRACT a. Replacement Source Code shall replace the existing Source Code as SW is updated or modified or revised. COMPANY will deliver the Replacement Source Code to the Escrow Agent, identifying each item of said Replacement Source Code delivered to said Escrow Agent and certifying the completeness and accuracy of the Replacement Source Code in a letter forwarding the same to Escrow Agent, with a copy of said letter to SIEMENS. Immediately upon receipt of the Replacement Source Code, Escrow Agent shall notify SIEMENS of such receipt. Escrow Agent will then destroy or return to COMPANY the previously deposited Source Code which has now been replaced, and the Replacement Source Code shall thereafter be referred to as Source Code.

Deposit in Escrow. A. Within ten (10) 30 days after of the execution of this Escrow Agreement Effective Date as defined in accordance with Section 13.5 of said AGREEMENTthe System Contract, COMPANY LICENSOR shall deliver to Escrow Agent ESCROW AGENT a sealed package containing: (i) a copy of a completely documented, then containing the same current version of the source code for SW the Software which is owned by third parties, licensed to LICENSEE by LICENSOR, and is described as the Proprietary Software in human readable formthe System Contract, as amendedprogrammer notes, its database schema and architecture, its related documentation and other materials described in Schedule 1 which is attached hereto and incorporated herein by this reference (collectively, the same being referred to hereinafter as the "“Source Code"Materials”). COMPANY LICENSOR shall identify each item in said package and certify the completeness and accuracy of the Source Code Materials in a letter forwarding the same to Escrow AgentESCROW AGENT, with a copy of said each letter to SIEMENSLICENSEE. Immediately upon receipt of the Source Codepackage, Escrow Agent ESCROW AGENT shall notify SIEMENS give notice to LICENSEE of such receipt. B. Escrow Agent . LICENSOR shall hold deliver revisions of the Source Materials, including the Source Code in a secure facility for the Software, to ESCROW AGENT as and shall release when corresponding revisions of the same Executable Code for the Software are delivered to SIEMENS upon the terms and conditions hereinafter provided. C. Unless otherwise provided by the AGREEMENT or this Escrow Agreement, or Addenda, Exhibits or Riders thereto, COMPANY has the obligation to keep the Source Code deposit updated with replacement Source Code LICENSEE in accordance with the following: SIEMENS / CASTLE OEM CONTRACT a. Replacement Source Code shall replace the existing Source Code System Contract. At such time as SW is updated any modifications or modified or revised. COMPANY will deliver the Replacement Source Code revisions to the Escrow AgentSource Materials are deposited with ESCROW AGENT, identifying each item LICENSOR shall give written notice of said Replacement such deposits to LICENSEE. ESCROW AGENT shall acknowledge receipt of all revisions of or additions to the Source Code delivered Materials by sending written acknowledgment thereof to said Escrow Agent both LICENSOR and certifying the completeness LICENSEE. Upon receipt of a new revision, ESCROW AGENT agrees to return to LICENSOR all such Source Materials from previous revisions as specified by LICENSOR in writing to ESCROW AGENT. ESCROW AGENT shall seven days following receipt of an affidavit, which is from an officer of LICENSEE to ESCROW AGENT sent via certified mail with return receipt requested, and accuracy which states that one of the Replacement Source Code following events has occurred, proceed in accordance with the procedure described in Sections 2.3 through 2.7 below if: LICENSOR has made an assignment for the benefit of creditors; or LICENSOR institutes or becomes subject to a letter forwarding liquidation or bankruptcy proceeding of any kind; or A receiver or similar officer has been appointed to take charge of all or part of LICENSOR’s assets; or LICENSOR terminates its maintenance and support services for LICENSEE for the same Software or breaches its support and maintenance obligations for the Software for LICENSEE, whether due to Escrow Agent, with its ceasing to conduct business generally or otherwise; or LICENSOR fails to make timely payments of fees and other costs required under this Contract. LICENSEE shall send a copy of said letter the affidavit to SIEMENSLICENSOR via certified mail with return receipt requested, simultaneously with its affidavit to ESCROW AGENT. Immediately upon Upon its receipt of the Replacement Source Codeaffidavit as provided above in Section 2.1, Escrow Agent ESCROW AGENT shall notify SIEMENS immediately give written notice to LICENSOR, attaching a copy of the affidavit to the notice, via certified mail with return receipt requested. Upon receipt of such receiptnotices in accordance with Sections 2.1 and 2.2, LICENSOR shall have 30 days to review LICENSEE’s affidavit requesting release from escrow as provided for in Section 2.1 above. If LICENSOR does not give notice to ESCROW AGENT within the 30 days provided in Section 2.3 that LICENSEE’s request for release from escrow is contested by LICENSOR, ESCROW AGENT shall automatically release the Source Materials to LICENSEE. The Source Materials shall be used by LICENSEE subject to the System Contract and solely for support and maintenance for the Software within the provisions of the System Contract. Delivery of the Source Materials to LICENSEE in accordance with provisions hereof shall automatically terminate this Escrow Agent will then destroy Contract. If LICENSOR does give ESCROW AGENT notice within the 30 days provided in Section 2.3 that LICENSEE’s request for release from escrow is contested by LICENSOR, ESCROW AGENT shall retain the Source Materials in escrow while LICENSOR and LICENSEE either: Settle the dispute among themselves and jointly give notice to ESCROW AGENT in writing of the result; or return Submit the dispute to COMPANY litigation for resolution in accordance with the previously deposited terms of this Contract. In the event of litigation, ESCROW AGENT shall dispose of the Source Code which has now been replaced, and Materials as directed by the Replacement Source Code court of competent jurisdiction’s finding given in writing to all parties. Each party shall thereafter be referred to bear its own costs incurred in any litigation as Source Codeset forth in Section 2.5 above.