Common use of Source Code Escrow Account Clause in Contracts

Source Code Escrow Account. Within thirty (30) days of the installation date for any module or application software provided by CONTRACTOR, CONTRACTOR shall deposit in an escrow account managed by a fiduciary agent approved by DLEC, one (1) copy of all source code and all related documentation of the CONTRACTOR’S APPLICATION SOFTWARE products provided under this Agreement. CONTRACTOR also guarantees that the source code for all future updates, error fixes, new releases, etc., and all associated documentation (user and system manuals, etc.) will be updated and placed in said escrow account at least annually. DLEC reserves the right to verify all deposits for their accuracy and content. The CONTRACTOR understands and hereby acknowledges that failure on the part of the CONTRACTOR to maintain accurate and timely escrow deposits may result in unknown and undetermined damages to DLEC in the event the CONTRACTOR subsequently discontinues support (for any reason) for the products provided under this Agreement. In the event CONTRACTOR discontinues support of the application software licensed under this Agreement for any reason, DLEC will have access to the source code as a named Licensee under the terms of the Escrow Agreement so that DLEC may continue operation and maintenance of the system. DLEC shall pay all fees associated with this escrow account. Under the terms and conditions of this Agreement, the CONTRACTOR has agreed to perform a variety of services and provide a variety of products for the implementation of an integrated Records Management, Jail Management, and Field Reporting System for DLEC. As such, the CONTRACTOR agrees to perform all services as described in this Exhibit including: project management, ordering and installation of all necessary hardware and operating system software, installation of CONTRACTOR’S application software, development and installation of CONTRACTOR’S custom software ordered by DLEC, training, conversion, testing and implementation services. The Scope of Work to be completed by CONTRACTOR includes by reference and by addendum 1) DLEC’s Request for Proposal document dated Aug 16, 2011; 2) the CONTRACTOR’S response to DLEC’s Request for Proposal (dated Sept 22 2011); 3) correspondence as identified in Exhibit I (Correspondence); 4) this Agreement; and 5) the Functional Requirements Document. The Scope of Work document shall be expanded by mutual agreement to include the tasks, duties and responsibilities identified during the development of the Project Schedule (Exhibit G) within thirty (30) days of execution of this Agreement. In addition to the responsibilities defined in this Agreement, the Scope of Work required by the CONTRACTOR shall include, at a minimum, the following: 1. Implementation Management

Source Code Escrow Account. Within thirty (30) days of the installation date for any module or application software provided by CONTRACTOR, CONTRACTOR shall deposit in an escrow account managed by a fiduciary agent approved by DLECSECC, one (1) copy of all source code and all related documentation of the CONTRACTOR’S APPLICATION SOFTWARE products provided under this Agreement. CONTRACTOR also guarantees that the source code for all future updates, error fixes, new releases, etc., and all associated documentation (user and system manuals, etc.) will be updated and placed in said escrow account at least annually. DLEC SECC reserves the right to verify all deposits for their accuracy and content. The CONTRACTOR understands and hereby acknowledges that failure on the part of the CONTRACTOR to maintain accurate and timely escrow deposits may result in unknown and undetermined damages to DLEC SECC in the event the CONTRACTOR subsequently discontinues support (for any reason) for the products provided under this Agreement. In the event CONTRACTOR discontinues support of the application software licensed under this Agreement for any reason, DLEC SECC will have access to the source code as a named Licensee under the terms of the Escrow Agreement so that DLEC SECC may continue operation and maintenance of the system. DLEC SECC shall pay all fees associated with this escrow account. Under the terms and conditions of this Agreement, the CONTRACTOR has agreed to perform a variety of services and provide a variety of products for the implementation of an integrated Records Management, Jail Management, and Field Reporting System for DLECSECC. As such, the CONTRACTOR agrees to perform all services as described in this Exhibit including: project management, ordering and installation of all necessary hardware and operating system software, installation of CONTRACTOR’S application software, development and installation of CONTRACTOR’S custom software ordered by DLECSECC, training, conversion, testing and implementation services. The Scope of Work to be completed by CONTRACTOR includes by reference and by addendum 1) DLECSECC’s Request for Proposal document dated Aug 16February 10, 20112009; 2) the CONTRACTOR’S response to DLECSECC’s Request for Proposal (dated Sept 22 2011xxxxxxx xx 2009); 3) correspondence as identified in Exhibit I (Correspondence); 4) this Agreement; and 5) the Functional Requirements Document. The Scope of Work document shall be expanded by mutual agreement to include the tasks, duties and responsibilities identified during the development of the Project Schedule (Exhibit G) within thirty (30) days of execution of this Agreement. In addition to the responsibilities defined in this Agreement, the Scope of Work required by the CONTRACTOR shall include, at a minimum, the following: 1. Implementation Management;