Common use of Source Code Escrow Clause in Contracts

Source Code Escrow. (a) Promptly following the execution of this Agreement, the Company agrees to deposit into escrow (the "Source Code Escrow") with Brambles NSD, Inc., or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. With respect to all Project Source Code, Borrower shall, and shall cause each applicable Credit Party to, at a Credit Party's cost and expense: (ai) Promptly no later than the First Amendment Effective Date, and thereafter, upon execution of any Project IP Agreement granting the right to use or access Source Code enter into a Source Code escrow agreement for the benefit of the Secured Parties with an escrow agent approved by Administrative Agent containing: (A) terms and conditions (including release conditions, such conditions to include an unwillingness or inability to support or maintain the Software) that are usual and customary for Source Code escrow arrangements satisfactory to Administrative Agent; and (B) the grant to the Secured Parties by the Credit Party or the third party that licenses Source Code to Borrower, as applicable (effective as of the First Amendment Effective Date, or if acquired later, upon such acquisition date, but enforceable following the execution occurrence of this Agreementany release condition specified in the Source Code escrow agreement) of an irrevocable, the Company agrees perpetual, non-exclusive, transferable, sublicensable, fully paid up and royalty-free right and license to deposit Practice, compile and execute any and all Source Code and other materials placed into escrow pursuant to clause (ii) below, solely for purposes of developing, designing, engineering, procuring, constructing, starting up, commissioning, operating and maintaining the "Project and achieving Project Completion, as applicable; and (ii) promptly deposit in escrow (A) a complete, reproducible copy of all Project Source Code Escrow") with Brambles NSD, Inc.that is relevant to the applicable Line, or Project Completion, as applicable; and (B) all revisions, modifications and enhancements to such other entity Project Source Code (including updates, upgrades and corrections thereto, and derivative works thereof) as is reasonably satisfactory such revisions, modifications or enhancements are used in or otherwise made available to Parent and the Company (the "Escrow Agent") CDROMs containing trueProject, correct and complete copies of the source codein each case, together with all relevant documentation, build instructions, and any tools such documentation or libraries used materials as are reasonably required to exercise the rights granted in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products clause (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for WorkgroupsB) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, above; provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code foregoing obligations shall be held deemed satisfied so long as Credit Parties are in the Source Code Escrow at the offices compliance with Section 7.02(g) of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release DateDOE Guarantee Agreement. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. (a) Promptly HPTE and the Concessionaire acknowledge that the Concessionaire and/or the Concessionaire's software suppliers may not wish to disclose directly to HPTE at the time of installation the Source Code and Source Code Documentation of software which is Proprietary Intellectual Property of the Concessionaire and/or the Concessionaire's software suppliers, as public disclosure could deprive the Concessionaire and/or the Concessionaire's software suppliers of commercial value, but that HPTE must be ensured access to such Source Code and Source Code Documentation in either of the following circumstances: (i) In the execution case of Source Code and Source Code Documentation that is Proprietary Intellectual Property of a sub-contractor or supplier of the Concessionaire (of any tier), if this Contract is terminated for Concessionaire Default, and HPTE assumes the contract or subcontract with such software supplier, and either (A) a voluntary or involuntary bankruptcy or any other Insolvency of the software supplier occurs or (B) the software supplier fails or ceases to provide services as necessary to permit continued use of the software by HPTE as contemplated by this Contract; (ii) In the case of Source Code and Source Code Documentation that is the Concessionaire's Proprietary Intellectual Property, this Contract is terminated for Concessionaire Default; or (iii) Upon assignment of the Intellectual Property Rights in relation to the Source Code and/or Source Code Documentation to HPTE in accordance with the terms of this AgreementContract. (b) By no later than the Commencement Date, the Company agrees to deposit into escrow Phase 1 Services Commencement Date and the Full Services Commencement Date, respectively, HPTE and the Concessionaire will establish one or more escrows (the "Source Code EscrowEscrows") with Brambles NSD, Inc., or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect on terms and conditions reasonably acceptable to HPTE and to the Concessionaire into which the Source Code Escrow (and Source Code Documentation in relation to the "Escrow Agreement") which will provide that the Company will pay all fees operation and expenses maintenance of the Escrow Agent I-25 Managed Lanes, the Phase 1 Managed Lanes and which the Managed Lanes as an integrated system (as the case may be) will contain terms and conditions consistent with the provisions of this Section 5.2 be escrowed, including all relevant commentary, explanations and other terms and conditions customary for documentation, as well as instructions to compile such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of Source Code Documentation, and all Cyclone modifications, additions or substitutions made to such Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Code and Source CodeCode Documentation. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone All Source Code for Escrows shall be verified by HPTE to assure that such source code storage media is readable by HPTE and the limited purpose of ensuring Concessionaire shall demonstrate that all necessary components are present such that the Cyclone software can be built based on such Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspectionCode. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. (a) Promptly following 4.1.1 Vendor represents and warrants that as of the execution date hereof, neither Vendor nor any of this Agreement, the Company agrees to deposit into escrow (the "Vendor’s affiliates has established a Source Code Escrow") with Brambles NSDescrow for any of its existing customers. In the event that Vendor or any affiliate of the Vendor establishes a Source Code escrow in the future which applies to any of the Software furnished to Reliance hereunder, Inc.Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructionsSource Code escrow, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company Reliance shall be entitled to have receive a representative present at any inspection copy of the Cyclone escrowed Source Code in the event of the occurrence of any of the events set out below. In addition to the foregoing, Vendor shall immediately deliver and hereby grants, or cause the affiliate that establishes a Source Code escrow to immediately deliver and grant, Reliance a right to access the Source Code and to modify the Software (the “RTM License”) for the maintenance, enhancement and support of those Products purchased from Vendor and owned or operated by a Parent representativeReliance or any Affiliate under the following circumstances, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to any such inspection. (d) The Cyclone released Source Code shall be held subject to the confidentiality provisions set forth in the General Terms: a if Vendor or any affiliate of Vendor that owns or controls such Source Code Escrow at (such affiliate the offices “Control Affiliate”) becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy or an involuntary petition in bankruptcy is filed against Vendor or the Control Affiliate which is not dismissed within thirty (30) days of such involuntary filing, or a receiver is appointed for its business, or its assets become subject to any proceeding under a bankruptcy or insolvency law, domestic or foreign, or has liquidated its business, or Vendor, or a business unit or affiliate of Vendor that is responsible for maintenance of the Escrow Agent until Software, ceases doing business without providing for a successor, and Reliance has reasonable cause to believe that any such event shall cause Vendor to be unable to meet its warranty service or support requirements under the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.Documents; or

Source Code Escrow. On the date hereof, Company shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (asuch approval not to be unreasonably withheld) Promptly following ("Escrow Agent"), for deposit in accordance with an escrow agreement among the execution Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of this Agreement, the Company agrees to deposit into escrow source code (the "Source Code EscrowCode") with Brambles NSD, Inc., or such for the Domain Name and any other entity as is reasonably satisfactory materials required to Parent and operate the Company Source Code (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source CodeMaterials"). Such deposit shall consist of a sealed package certified by an authorized officer Within [ ** ] of the installation of any new update to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to contain the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Materials from the Escrow Agent with respect upon written notice as provided in the Escrow Agreement for use in continued provision of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the Source Code Escrow new escrow agent (which will then become the "Escrow Agreement"Agent" hereunder) which will provide that the Company will pay all fees and expenses of the Escrow Agent confirm such transfer in writing to AMEX and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreementsCompany. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. (a) Promptly following Prior to the execution Effective Date, Service Provider shall have deposited a current version of this the source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Company Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit into escrow (the "Source Code Escrow") with Brambles NSD, Inc., or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source code, code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectivelyCurrent Version, the "Cyclone “Source Code"”). Such deposit shall consist , to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company Promptly after the Effective Date and Parent will enter into from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses are activated as a result of the Escrow Agent event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and which will contain terms Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and conditions consistent with Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the provisions of licenses granted in this Section 5.2 6.4. Novation, VHA, UHC and other terms and conditions customary HPPI shall each be liable to Service Provider for such agreements. (b) On the day that is 18 business days following the commencement all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and updated copy of all Cyclone Source Code, any of which HPPI shall thereafter be deemed to be a part of the Cyclone Source Codepaid by Novation. (c) The Escrow Agreement will direct Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agent Agreement, in which case “Source Code” shall be deemed to provide Parent reasonable access include, in addition to the Cyclone Source Code for GHX Exchange Software and Client Software, all the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, corresponding software relating to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspectionNovation Marketplace. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. Within thirty (a30) Promptly following days after the execution effective date of this Agreement, Emageon shall enter into a software escrow agreement with the Company agrees software escrow agent of its choosing under terms and conditions to deposit into be approved in advance by Ascension. Ascension shall be listed as a beneficiary under the software escrow agreement. Within thirty (30) days after each delivery of Software to Ascension hereunder, Emageon shall provide to the software escrow agent the "Deposit Materials" consisting of the source code for the version of the Emageon Software delivered to Customer (the "Source Code Escrow") with Brambles NSD, Inc., or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"), and all documentation necessary for the use thereof. Such deposit Emageon shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each maintain all such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement Deposit Materials with the Escrow Agent with respect software escrow agent in its most current version and will deliver any revised Deposit Materials to the Source Code Escrow source code escrow agent not later than thirty (the "Escrow Agreement"30) which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (andafter any upgrade, if the Offer is extendedversion release, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereofother change is effected by Emageon. The Company Customer shall be entitled to have a representative present at any inspection receive the Deposit Materials upon the occurrence of one or more of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent following Escrow Events: (i) all or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in any material part of the Source Code Escrow at the offices is generally made available by Emageon, with or without additional cost, to other users of the Escrow Agent until the date on which Purchaser has accepted Source Code; (ii) Emageon ceases, for payment and paid for Shares pursuant any reason, to the Offer do business; (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (eiii) In the event that, prior to the Release Date, Emageon is in default under this Agreement in whole or in part because of its failure to maintain, or otherwise comply with its obligations with respect to, the Deposit Materials; (iv) the sale of all or substantially all of the assets of Emageon; (v) bankruptcy, receivership, insolvency, reorganization, dissolution, liquidation, or similar proceedings are instituted by or against Emageon or all or any substantial part of its property under any Federal or State law; or (vi) other events, if any, defined in the source code escrow agreement which permit the release of the Deposit Materials. Upon occurrence of one or more of the foregoing Escrow Events, Customer shall be terminated pursuant receive a perpetual, fully paid-up, non-exclusive license to its termsuse and improve the Deposit Materials, including the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Companydocumentation therefore.

Source Code Escrow. (a) Promptly following Prior to the execution Effective Date, Service Provider shall have deposited a current version of this Agreementthe source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Company agrees to deposit into escrow Novation Marketplace as it exists immediately before the Effective Time (the "Source Code EscrowCURRENT VERSION") with Brambles NSDIron Mountain, Inc., Inc. or such other entity as is another escrow agent reasonably satisfactory to Parent and agreed by the Company Parties (the "ESCROW AGENT") pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent") CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect substance satisfactory to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses each of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements. Parties (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release DateESCROW AGREEMENT"). The Escrow Agreement shall contain provisions instructing be based on the Escrow Agent's standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the "SOURCE CODE"), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each [*****] during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent to shall deliver the Cyclone Source Code to Parent each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI's rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI's rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its designated representative promptly upon request at obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation's reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any time from unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and after the Release DateHPPI shall be paid by Novation. (ec) In Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the event that, prior Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the Release Datesoftware that is the subject of such escrow. In lieu of the foregoing, this Agreement Service Provider may subject all such software to the Escrow Agreement, in which case "Source Code" shall be terminated pursuant deemed to its termsinclude, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned in addition to the CompanyGHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. With respect to any and all Project Source Code, such Sponsor Entity shall, at its cost and expense, and shall cause each applicable Borrower Entity to, at such Borrower Entity’s cost and expense, as applicable: (ai) Promptly following no later than three (3) months after the execution date hereof, enter into a Source Code escrow agreement for the benefit of this Agreementthe Secured Parties with an escrow agent approved by DOE containing: (A) terms and conditions (including release conditions) that are usual and customary for Source Code escrow arrangements and are satisfactory to DOE (it being understood and agreed that an unwillingness or inability to support or maintain the software is a usual and customary release condition); and (B) the grant to the Secured Parties by the Sponsor Entity, applicable Borrower Entity or other licensor of Project Source Code, as applicable (effective as of or prior to the Company agrees Execution Date, or if acquired later, upon such acquisition date, but enforceable upon the occurrence of any release condition specified in the Source Code escrow agreement) of an irrevocable, perpetual, non-exclusive, transferable, sublicensable, fully paid-up and royalty-free right and license to deposit Practice, compile and execute any and all Source Code and other materials placed into escrow pursuant to Section 7.06(g)(ii) (the "Source Code Escrow"), for purposes of developing, designing, engineering, procuring, constructing, starting up, commissioning, operating and maintaining the Project and achieving Project Completion, as applicable; and (ii) with Brambles NSDpromptly deposit in escrow: (A) a complete, Inc., or such other entity reproducible copy of all Project Source Code that exists as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source codedate hereof or, if no Project Source Code exists on such date, as of the date on which Project Source Code is owned by or licensed to a such Sponsor Entity; and (B) all revisions, modifications and enhancements to such Project Source Code as such revisions, modifications or enhancements are used in or otherwise made available to the Project, in each case, together with all relevant documentation, build instructions, and any tools such documentation or libraries used materials as are reasonably required to exercise the rights granted in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products clause (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroupsh) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreementsbelow. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. a. Within thirty (a30) Promptly following days of the execution Effective Date, Seisint shall place in escrow with an escrow agent reasonably acceptable to both Parties and pursuant to a source code escrow agreement in the form attached hereto as Exhibit E the source code for the software comprising elements of the Seisint DMS Core Technology and all documentation attendant thereto (the “Escrowed Code”). Seisint shall update the Escrowed Code through additional deposits with the escrow agent within ten (10) days of the date when Seisint provides Equifax enhancements to the Seisint DMS Core Technology pursuant to Section 4(e) of this Agreement, . Seisint shall provide a certificate to Equifax at the Company agrees to time of each deposit into of the Escrowed Code with the escrow (agent that the "Source Escrowed Code Escrow") with Brambles NSD, Inc., or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructionscomplete, and any tools or libraries used in Equifax shall have the build process that are not commercially available in off-the-shelf or shrink wrap formright, for each of through its currently shipping versions of products (including but not limited to versions of products in own personnel, at the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy time of each such item deposit to review and certify that the Escrowed Code complies with this Section 5. Equifax shall bear the costs of Cyclone Source such review and certification. b. The term of the escrow shall be until a release event occurs. The Escrowed Code shall be released from the escrow by the escrow agent upon any of the following events: 1. Upon agreement of the Parties; (a) Upon the determination from a court of law that (i) Seisint materially breached this Agreement pursuant to Section 15(b) of this Agreement and (ii) such breach was not cured by Seisint within the notice and cure period provided in form and contentSection 15(b), (b) if Seisint becomes insolvent or is unable to pay its debts or enters into or files (or has filed against it) a petition, arrangement, action or other proceeding seeking relief or protection under the bankruptcy laws, or (c) if Equifax obtains a court order in response to Equifax’s request for injunctive relief (as detailed herein). Notwithstanding the foregoing, Seisint agrees that a failure by Seisint to provide the Seisint Support as required under this Agreement will adversely affect Equifax’s ability to use and enjoy the Seisint DMS Core Technology and adversely affect Equifax’s business by compromising Equifax’s ability to perform required support and maintenance for the Seisint DMS Core Technology. Accordingly, if Seisint materially breaches this Agreement by failing to provide the Seisint Support as required under this Agreement, then Equifax shall be entitled to petition for injunctive relief in the form of an order of a court for release of the Escrowed Code; or (a) Upon the determination from a court of law that (i) Equifax breached this Agreement pursuant to Section 15(d) of this Agreement and (ii) such breach was not cured by Equifax within the notice and cure period provided in Section 15(d) or (b) if Equifax becomes insolvent or is unable to pay its debts or enters into or files (or has filed against it) a petition, arrangement, action or other proceeding seeking relief or protection under the bankruptcy laws. In the event of a release under item 1, the Escrowed Code shall be delivered to the Party designated in a joint notice from the Parties to the escrow agent, in the event of a release under item 2, the Escrowed Code shall be delivered to Equifax and in the event of a release under item 3, the Escrowed Code shall be delivered to Seisint. c. The Company and Parent will Parties shall enter into an a three party contractual arrangement with each other and the escrow agreement agent in the form of Exhibit E hereto, with commercially reasonable changes, if any, requested by the Escrow Agent with respect escrow agent, to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with implement the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On 5. Equifax shall bear the day that is 18 business days following the commencement cost of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct escrow arrangement with the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspectionAgent. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. (a) Promptly The Department and the Concessionaire acknowledge that the Concessionaire and/or the Concessionaire’s Software suppliers may not wish to disclose directly to the Department at the time of installation the Source Code and Source Code Documentation which is Proprietary Intellectual Property of the Concessionaire and/or the Concessionaire’s software suppliers, as public disclosure could deprive the Concessionaire and/or the Concessionaire’s software suppliers of commercial value, but that the Department must be ensured access to such Source Code and Source Code Documentation in either of the following circumstances: (i) in the execution case of Source Code and Source Code Documentation that is a Contractor’s Proprietary Intellectual Property, if this Agreement is terminated for Concessionaire Default or upon assignment by Concessionaire of its rights pursuant to 149 DMEAST #27287336 v26 this Agreement, the Company agrees to deposit into escrow Department assumes the contract or subcontract with such Software supplier, and either (the "Source Code Escrow"A) with Brambles NSDa business failure (including voluntary or involuntary bankruptcy, Inc., or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent"insolvency) CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructions, and any tools Software supplier occurs or libraries used in (B) the build process that are not commercially available in off-the-shelf Software supplier fails or shrink wrap form, for each of its currently shipping versions of products (including but not limited ceases to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer provide services as necessary to permit continued use of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) software by the Department as required contemplated by this Agreement. The Company ; or (ii) in the case of Source Code and Parent Source Code Documentation that is the Concessionaire’s Proprietary Intellectual Property, (A) this Agreement is terminated for Concessionaire Default, (B) a business failure (including voluntary or involuntary bankruptcy, and insolvency) of the Concessionaire occurs or (C) the Concessionaire fails or ceases to provide services as necessary to permit continued use of the software by the Department as contemplated by this Agreement. (b) By no later than the Service Commencement Date, the Department and the Concessionaire will enter into an escrow agreement establish one or more escrows (the “Source Code Escrows”) with the Escrow Agent with respect on terms and conditions reasonably acceptable to the Department and to the Concessionaire into which such Source Code Escrow and Source Code Documentation will be escrowed, including all relevant commentary, explanations and other documentation, as well as instructions to compile such Source Code and Source Code Documentation and all modifications, additions or substitutions made to such Source Code and Source Code Documentation. (c) The escrow provided for in this Agreement will survive any termination of this Agreement regardless of the "Escrow Agreement"reason. (d) which will provide that the Company The Concessionaire will pay all fees the reasonable costs and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior related to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source CodeEscrows. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. (a) Promptly following the execution of this AgreementWith respect to any and all Project Source Code, the Company agrees Borrower shall, and shall cause each applicable Borrower Entity to, at Borrower’s (or any designee of Borrower’s) cost and expense: (i) no later than three (3) months after the Execution Date, enter into a Source Code escrow agreement for the benefit of the Secured Parties with an escrow agent approved by DOE containing: (A) terms and conditions (including release conditions) that are usual and customary for Source Code escrow arrangements and are satisfactory to deposit DOE (it being understood and agreed that an unwillingness or inability to support or maintain the Software is a usual and customary release condition); and (B) the grant to the Secured Parties by the Borrower, applicable Borrower Entity or other licensor of Project Source Code, as applicable (effective as of or prior to the Execution Date, or if acquired later, upon such acquisition date, but enforceable upon the occurrence of any release condition specified in the Source Code escrow agreement) of an irrevocable, perpetual, non-exclusive, transferable, sublicensable, fully paid-up and royalty-free right and license to Practice, compile and execute any and all Source Code and other materials placed into escrow pursuant to Section 7.02(g)(ii) (the "Source Code Escrow"), for purposes of developing, designing, engineering, procuring, constructing, starting up, commissioning, operating and maintaining the Project and achieving Project Completion, as applicable; and (ii) with Brambles NSDpromptly deposit in escrow: (A) a complete, Inc.reproducible copy of all Project Source Code that exists as of the Execution Date, or if no Project Source Code exists on such other entity date, as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source codedate on which Project Source Code is owned by or licensed to the Borrower; and (B) all revisions, modifications and enhancements to such Project Source Code as such revisions, modifications or enhancements are used in or otherwise made available to the Project, in each case, together with all relevant documentation, build instructions, and any tools such documentation or libraries used materials as are reasonably required to exercise the rights granted in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products Section 7.02(g)(i)(B) (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. A. Pursuant to the System Agreement, Contractor and County have entered into (a) Promptly following that certain Escrow Agreement, County Agreement No. 72749, dated as of June 6, 2000 (in this Paragraph 11.3 "DSI Escrow Agreement"), with DSI Technology Escrow Services, Inc. (in this Paragraph 11.3 "DSI"), and (b) that certain Additional "Licensee" Registration Form 2.1 and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ #▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇, adopted June 3, 2003 (in this Paragraph 11.3 "NSE Addendum"), with National Software Escrow, Inc. (in this Paragraph 11.3 "NSE"; together with DSI in this Paragraph 11.3, "Escrow Agents"), which amended that certain Software Escrow Agreement No. 5040, dated October 19, 1994 (together with the execution NSE Addendum in this Paragraph 11.3, the "NSE Escrow Agreement"), between Contractor and NSE. On or prior to the Effective Date, County, Contractor and Iron Mountain Incorporated, as successor to DSI under the DSI Escrow Agreement (in this Paragraph 11.3, "Iron Mountain"), shall have entered into an amendment to the DSI Escrow Agreement, pursuant to which, among other things, (i) the parties expressly extend the terms and conditions of the DSI Escrow Agreement to this Agreement and (ii) Iron Mountain expressly assumes DSI's obligations under the DSI Escrow Agreement. Additionally, on or prior to the Effective Date, the applicable parties shall have entered into an amendment to the NSE Escrow Agreement which, among other things, (a) expressly extends the terms and conditions of the NSE Escrow Agreement to this Agreement, (b) requires ▇▇▇▇▇▇, under certain conditions described in such amendment, to deposit with NSE, a new complete and accurate copy of the Source Code, and (c) includes the right of County, under certain conditions described in such amendment, to require ▇▇▇▇▇▇ to conduct a compilation test on the deposited Source Code to verify the relevance, completeness, accuracy, currency, and functionality of such Source Code. The DSI Escrow Agreement, as amended, and the NSE Escrow Agreement, as amended, are attached hereto as Exhibits H.1 and H.2, respectively, and are collectively referred to in this Paragraph 11.3 as the "Escrow Agreements". B. As of the Effective Date, Contractor has deposited or caused to be deposited with the applicable Escrow Agent, Source Code for all of the System Software other than Non-▇▇▇▇▇▇ Third Party Software, and Contractor shall so maintain such deposit during the term of this Agreement. Additionally, during the term of this Agreement, Contractor shall continually update the Company agrees to deposit into escrow (the "Source Code Escrow"by depositing or causing to be deposited with the applicable Escrow Agent, Source Code for all Additional System Software, other than Non-▇▇▇▇▇▇ Third Party, promptly after delivery to County of the corresponding object code, provided that County is paying the applicable Maintenance Fees in accordance with the terms of this Agreement. C. Contractor shall maintain the Source Code in escrow subject to an escrow agreement under which County is a beneficiary for as long as this Agreement is in effect. Contractor may, by written notice to County, change either the Escrow Agent for the Source Code or the Escrow Agreement under this Agreement. Any such change (i) with Brambles NSDshall require execution of a replacement tri-party Escrow Agreement, Inc., or such other entity as is in form and substance reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructionsCounty, and any tools (ii) shall require a Change Notice or libraries used Amendment, as applicable, under and in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products accordance with Paragraph 4 (including but not limited Change Notices and Amendments). D. County will continue to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently pay applicable fees under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreementsAgreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. With respect to any and all Project Source Code, the Borrower shall, and shall cause each applicable Borrower Entity and any of its Affiliates to, at the Borrower’s cost and expense: (ai) Promptly no later than [*****] after the Effective Date and, thereafter, upon execution of any Project IP Agreement containing Source Code, enter into a Source Code escrow agreement for the benefit of the Secured Parties with the Collateral Agent and the Guarantor containing: (A) terms and conditions (including release conditions, such conditions to include an unwillingness or inability to support or maintain the Software) that are usual and customary for Source Code escrow arrangements satisfactory to the Guarantor; and (B) the grant to the Secured Parties by any Borrower Entity or the third party that licenses Source Code to the Borrower, as applicable (effective as of the Effective Date, or if acquired later, upon such acquisition date, but enforceable following the execution occurrence of this Agreementany release condition specified in the Source Code escrow agreement), the Company agrees of an irrevocable, non-terminable, perpetual, non-exclusive, transferable, sublicensable, fully paid-up and royalty-free right and license to deposit use or otherwise Practice, compile and execute and all Source Code and other materials placed into escrow pursuant to clause (ii) below, solely for purposes of operating and maintaining the "Project, as applicable; and (ii) promptly deposit in escrow (A) a complete, reproducible copy of all Project Source Code Escrow"that is relevant to operating and maintaining the Project, as applicable, and (B) with Brambles NSDall revisions, Inc.modifications and enhancements to such Project Source Code (including updates, upgrades and corrections thereto, and derivative works thereof) as such revisions, modifications or such other entity as is reasonably satisfactory enhancements are used in or otherwise made available to Parent and the Company (the "Escrow Agent") CDROMs containing trueProject, correct and complete copies of the source codein each case, together with all relevant documentation, build instructions, such documentation or materials as are reasonably required to exercise the rights granted in clause ‎(B) above and any tools or libraries used in the build process evidence that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees related costs and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours borne by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspectionBorrower Entity. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. (a) Promptly following SB and AOL have entered into an escrow agreement ------------------ in the execution of this Agreement, the Company agrees to deposit into escrow form attached hereto as Exhibit M (the "Source Code EscrowEscrow Agreement"), containing terms and conditions subject to the mutual agreement of the Parties, for the limited use by AOL of the SB Platform Components (as defined below in Section 7.1.1) with Brambles NSD(and any other aspects of the DLA Platform controlled by SB) and [**] Database, Inc., or such other entity as is reasonably satisfactory to Parent and the Company in source code form (the "Source Code"), solely for the purposes of undertaking activities which SB is obligated to perform or undertake hereunder and fails to perform or undertake as required hereunder. The Source Code Escrow Agent") CDROMs containing true, correct and complete copies Agreement provides that AOL shall be entitled to a copy of the source codeSource Code, together with which SB shall regularly update (no less frequently than on a quarterly basis, subject to the remainder of this Section 6.4), only upon the occurrence of all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroupsthree (3) and versions of all products currently under development events (collectively, the "Cyclone Release Conditions"): (i) SB's material breach of its material obligations hereunder to provide, maintain or support the DLA Platform and/or YP Databases, which breach materially adversely affects the AOL YP Product; (ii) AOL's written notice to SB detailing such material breach; and (iii) SB's failure to cure such material breach within ninety (90) days of receipt of such notice. Upon notice by AOL to SB of material breach and/or termination of this Agreement, SB shall update the Source CodeCode within 24 hours of receipt of such notice ("24-Hour Update Period"). Such deposit In the event SB fails to update the Source Code either on a quarterly basis (as required above) or within any 24-Hour Update Period, AOL shall consist of a sealed package certified by an authorized officer have the right to seek any remedies hereunder, at law or in equity (including, without limitation, specific performance), to enforce such obligation. Each of the Company to contain a true, correct Parties shall be responsible for its own costs and complete copy of each such item of Cyclone Source Code (expenses associated with establishing the escrow account as set forth in form and content) as required by this AgreementSection. The Company and Parent will enter into an Parties shall share equally any third party escrow agreement with the Escrow Agent with respect account maintenance costs related to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. (a) Promptly following During the execution of this Agreement, the Company agrees to deposit into escrow (the "Source Code Escrow") with Brambles NSD, Inc., or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies Term of the source code, together with all relevant documentation, build instructions, Agreement and any tools or libraries used in extension, Unisys agrees, at UHS’ cost (which shall be commercially reasonable), to maintain the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (defined below) to the Unisys Proprietary Software (the “Unisys Source Code”) in form escrow with Data Securities International, Inc. (“DSI”) and, subject to an Escrow Agreement (the “Escrow Agreement”) attached hereto as Exhibit 35 signed by Unisys, UHS and content) as required by this AgreementDSI. The Company and Parent will enter into an escrow agreement version maintained at all times, shall be the version used by Unisys to provide Services to UHS so that if a release event occurred, UHS could operate without interruption. Unisys shall also deposit under the Escrow Agreement the Source Code to any updates, changes, alterations, or modifications to the Unisys Proprietary Software as they are made, so as to be current with the version operated by Unisys for the benefit of UHS. UHS may only access the Unisys Source Code in the event that any of *** Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. the release conditions set forth in Section 4 of the Escrow Agent Agreement (except for 4.1(a)) and/or any of the following permanent release conditions, and notwithstanding anything to the contrary in the Escrow Agreement, release shall not be subject to objection or contrary instructions by Unisys: (i) Upon termination of the Agreement for Change in Control of Unisys (Section 24.02); (ii) In the event Unisys discontinues (or UHS is unable to acquire) standard, commercially available maintenance for the Unisys Proprietary Software version used by or for the benefit of UHS, on commercially reasonable terms and conditions and pricing; or (iii) In the event that Unisys fails to carry out maintenance or support obligations (or is relieved of its obligations to do so under a force majeure event) with respect to the Source Code Escrow (Unisys Proprietary Software imposed on it pursuant to the "Escrow Agreement") which will Agreement or Exhibit 1. UHS shall have the right at any time to verify the Deposits made to DSI by Unisys, and Unisys shall provide that the Company will pay UHS all fees information and expenses assistance, including object code versions of the Escrow Agent and which will contain terms and conditions consistent with Unisys Proprietary Software, to do so, at no cost to UHS. Unisys hereby grants to UHS a paid-up, non-exclusive, royalty-free, non-transferable (except to its assignees under Section 33.01(3) or to its Affiliates), worldwide, license for the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement remaining term of the Offer (and, if the Offer is extended, on the day that is two calendar days prior related software license to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into alter copy and use the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part support its license of the Cyclone Source Code. (c) The Escrow Software as set forth in this Agreement will direct and to authorize third parties to exercise such rights in each case solely for the Escrow Agent to provide Parent reasonable access benefit of UHS. Such license shall be at least as broad as the license to the Cyclone object code. UHS agrees, however, to forbear from accessing and using the Source Code for the limited purpose of ensuring that the Cyclone Source Code until such time as UHS is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shallentitled, in accordance with this Agreement, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit release of Cyclone Source Code into the Source Code Escrowout of escrow. UHS shall have the right, and shall be conducted with two business days prior notice if necessary, to reverse engineer the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent Unisys Proprietary Software solely as necessary to remove or make copies of the originals of the Cyclone Source Code or any part support its use thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. (a) Promptly following Prior to the execution Effective Date, Service Provider shall have deposited a current version of this the source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Company Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit into escrow (the "Source Code Escrow") with Brambles NSD, Inc., or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source code, code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectivelyCurrent Version, the "Cyclone “Source Code"”). Such deposit shall consist , to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each [*****] during the Term of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company Promptly after the Effective Date and Parent will enter into from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses are activated as a result of the Escrow Agent event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and which will contain terms Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and conditions consistent with Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the provisions of licenses granted in this Section 5.2 6.4. Novation, VHA, UHC and other terms and conditions customary HPPI shall each be liable to Service Provider for such agreements. (b) On the day that is 18 business days following the commencement all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and updated copy of all Cyclone Source Code, any of which HPPI shall thereafter be deemed to be a part of the Cyclone Source Codepaid by Novation. (c) The Escrow Agreement will direct Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agent Agreement, in which case “Source Code” shall be deemed to provide Parent reasonable access include, in addition to the Cyclone Source Code for GHX Exchange Software and Client Software, all the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, corresponding software relating to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspectionNovation Marketplace. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. (a) Promptly following 7.1 Licensor shall place the Program Source Code Materials in escrow with a mutually agreed upon United States based third party software escrow agent upon execution of this Agreement, in accordance with the Company agrees to deposit into escrow (agent's standard agreement provisions as modified by the "Source Code Escrow") with Brambles NSD, Inc., or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies terms of the source code, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company For the purpose of this provision the "Program Source Code Materials" shall mean the source code of the Program excluding any third party technology embedded, integrated, bundled or combined in or with the Program unless Licensor has the rights to provide the third party source code to Netegrity hereunder in which case the third party source code shall automatically be included in the definition of the Program Source Code Materials. Licensor shall provide Netegrity with a list of any and Parent will all third party technology embedded, integrated, bundled or combined with or in the Program and shall use reasonable commercial efforts to enter into an escrow agreement with such third parties to allow the Escrow Agent with respect third party source code to be included in the Program Source Code Materials hereunder. All escrow fees on an ongoing basis shall be paid by Netegrity. Licensor agrees it will promptly deposit a current copy of the Program Source Code Materials in escrow upon the commercial availability of each release. Upon each deposit, the escrow agent shall be required to provide verification that the deposited materials compile to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses same version of the Escrow Agent and which will contain Program provided hereunder. Subject to the terms and conditions consistent with specified herein and effective upon the provisions of this Section 5.2 section 7.3 below becoming operative, Licensor grants and other terms and conditions customary Netegrity accepts for such agreements. (b) On the day that is 18 business days following the commencement remainder of the Offer (andinitial term of this Agreement a non-exclusive, if irrevocable, worldwide, nontransferable, limited license to use the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Program Source Code Materials furnished to Netegrity under the Escrow a complete Agreement. Under such license, Netegrity shall be permitted to enhance, improve, modify, translate, make derivative works of, test and updated copy of all Cyclone develop the Program Source CodeCode Materials to exercise Netegrity's rights under this Agreement, any of which shall thereafter be deemed to be a part include creating derivative works of the Cyclone Source CodeProgram and Application Package which may be distributed in accordance with Section 2 of this Agreement. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. (a) Promptly following the Immediately upon execution of this Agreement, Garman shall maintain on each AS400 at an Authorized Location the Company agrees mo▇▇ ▇▇▇rent version of: (1) all source code for the Software in machine readable form, with user option to deposit into escrow print; (the "Source Code Escrow"2) with Brambles NSDall program and user documentation in machine readable and printed form; (3) all tools such as compilers, Inc.assemblers, or such other entity as is reasonably satisfactory linkers and editors required to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of make the source codecode into the functional Software operating in accordance with the Specifications as amended from time to time; (4) a complete explanation of any procedures that are not standard practice, together with required to create from the source code the functional Software; (5) all relevant documentationdocumentation listing program and module inputs and their sources, build instructionsoutputs and their destinations, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap formother relevant program and module documentation, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source CodeCodes"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone This Source Code (in form and content) shall remain the property of Garman unless Sparkling exercises its option to purchase as required by this specifie▇ ▇▇ ▇he Source Code Agreement. The Company Source Code on each AS400 shall be the most current version of all Codes for all corrections, bug fixes, Improvements and Parent will enter into an escrow agreement new releases of the Software which are licensed by Sparkling hereunder. Sparkling shall not be entitled to make use of the Codes except as provided in Section (b), provided that Sparkling may itself or by retaining independent experts, examine and test the materials for compliance with the Escrow Agent with respect to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses obligations of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreementsGarman hereunder. (b) On Garman hereby grants to Sparkling, a ▇▇▇▇▇▇ual, fully paid, non-excl▇▇▇▇▇ license entitling Sparkling to use and reproduce the day that is 18 business days following Codes deposited with it pursuant to Section (a) to change, update, add to, or substitute the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending)Codes, the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code Software or any part thereof. The Company , limited to Sparkling's needs for the use and improvement of the Software or Sparkling's operations, provided that Sparkling shall only be entitled to have a representative present at any inspection of utilize such license if Sparkling terminates this Agreement pursuant to Section 17(c) due to Garman's default, or if Garman ceases to support the Cyclone Source Code by a Parent representative, provided Software as req▇▇▇▇▇ ▇▇rsuant to this A▇▇▇▇▇▇nt. The parties acknowledge that the Company's failure to have a representative present bankruptcy of Garman shall not prevent or delay ParentSparkling's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices continued use of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain Work or th▇ ▇▇▇▇s in accordance with United States Bankruptcy Code section 365(n) or any similar provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at in any time from and after the Release Datejurisdiction. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. Upon XcelleNet's acceptance of the enhancements for the Software pursuant to the Software Enhancements Addendum, Vendor will place a complete copy in machine-readable form of the unencrypted, commented source code for the Software, including any documentation and other materials describing the procedure for compiling and linking such source code into executable code (a) Promptly following the execution of this Agreementcollectively, the Company agrees to deposit "Source Code"), into escrow for the benefit of XcelleNet subject to the terms of an escrow agreement (the "Source Code EscrowEscrow Agreement") with Brambles NSDto be entered into between Vendor and Data Securities International, Inc., or such other entity as is reasonably satisfactory to Parent and the Company Inc. (the "Escrow Agent") CDROMs containing true, correct and complete copies which document shall govern the release of the source codeSource Code. Vendor agrees to update, together with all relevant documentationenhance, build instructionsor otherwise modify the escrowed Source Code promptly upon its release of any updates, and fixes, enhancements or new versions of the Software, but not more frequently than quarterly. If XcelleNet or any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping Sublicensees operates or uses different versions of products (the Software, such escrowed Source Code shall include all such different versions, including but not limited only the then-current version and all version(s) which were released during the twelve months prior to versions release of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog such version. A true and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer correct copy of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (Escrow Agreement is set forth in form and content) as required by this AgreementExhibit H attached hereto. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect XcelleNet's access to the Source Code shall be as provided in the Escrow Agreement but shall, at a minimum, allow access in the event Vendor (i) is forced into bankruptcy, liquidation or receivership or ceases to do business in the "Escrow Agreement"ordinary course, or ceases altogether to offer maintenance for the version(s) which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed are required to be a part of the Cyclone Source Code. placed into escrow; or (cii) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrowa Critical Problem, materially breaches it obligations to provide maintenance support and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing correct defects as such obligations are set forth in this Section 5.2((c)Agreement and the Software Support Addendum and fails to cure such breach within ninety (90) shall entitle Parent to remove or make copies days of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code written notice by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date")XcelleNet. The Escrow Agreement shall contain provisions instructing also allow for auditing and verification of the Source Code by an independent third party to determine the completeness and accuracy of each deposit. Vendor grants to XcelleNet a non- exclusive, nontransferable (subject to Section 7.7) license to use, copy, modify and compile the Source Code to the extent necessary to provide support and maintenance to Sublicensees in accordance with this Agreement. Upon release of the Source Code from escrow, XcelleNet may use the Source Code, but only to the extent necessary to provide support and maintenance to Sublicensees and then under the strictest security. Under no circumstances may XcelleNet disclose or disseminate the Source Code to any persons who are not employed or contracted by XcelleNet to conduct support and maintenance of the Software for Sublicensees (and then only pursuant to a written confidentiality agreement as set forth in Section 3.2 herein). Except for the foregoing, in no event may XcelleNet transfer the Source Code to an affiliate, Distributor, contractor, Sublicensee or any third party for any reason whatsoever. Title to any media on which the Source Code is stored shall be transferred to the Escrow Agent to deliver at the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after of deposit. All escrow fees shall be shared equally by the Release Date. (e) In the event that, prior to the Release Date, this parties. The Escrow Agreement shall be terminated pursuant to its termsremain in effect during the term of this Agreement, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Companyincluding any renewals.

Source Code Escrow. No later than the time of Primal’s delivery of a Program to Licensee or thirty (a30) Promptly following days after the execution of this Effective Date, whichever is sooner: (i) Primal shall have entered into an agreement (a “Source Code Escrow Agreement, the Company agrees ”) with an independent third party (an “Escrow Agent”) under which Primal is obligated to deposit into escrow (the "Source Code Escrow") with Brambles NSD, Inc., or such other entity as is reasonably satisfactory to Parent a fully commented and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies documented copy of the source codecode form of the Program, a listing thereof and all relevant commentary, including explanation, flow charts, algorithms and subroutine descriptions, memory and overlay maps and other documentation of the source code (“Commentary”, together with the source code and listing, the “Deposit”), and to continuously update such Deposit with a fully commented and documented copy of the source code form of all Error Corrections, Basic Enhancements and Releases (“collectively, “Updates”), a listing thereof and all relevant documentationCommentary, build instructionsas such Updates are released, (ii) Primal shall have made the Deposit, and any tools or libraries used in (iii) Primal shall have facilitated and cooperated with the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in making Licensee a beneficiary under the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with Escrow Agreement such that the Escrow Agent will be obligated to notify Licensee in the event that Primal has not [***] Confidential portion omitted and filed separately with respect the Securities and Exchange Commission. updated its Deposit upon its release of an Update, and such that the Escrow Agent will be obligated to release the Deposit to Licensee in the event of certain conditions that will be set forth in the Source Code Escrow Agreement. Primal hereby grants Licensee a license to use, copy, make derivative works from and otherwise modify the Deposit to support and maintain the Program upon release of the Deposit to Licensee pursuant to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will . Licensee shall pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with all fees charged by the provisions of Escrow Agent for the rights afforded to Licensee pursuant to this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and15. In addition, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company Licensee agrees to deposit into pay a one-time set up fee to Primal in the amount of $[***] for initiating the services under the Source Code Escrow a complete Agreement, and updated copy an annual fee of all Cyclone $[***] for providing the services pursuant to this Section 15. The one time set up fee shall be due upon the Hosted Software Acceptance Date and Annual Source Code, any of which Code Escrow Services Fee shall thereafter be deemed to be a part due on each subsequent anniversary of the Cyclone Source Code. (c) The Escrow Agreement will direct Hosted Software Acceptance Date. Licensee shall directly pay all fees to the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code or shall reimburse Primal all costs and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices fees of the Escrow Agent. Except for any fees or costs required by the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event thatAgreement, prior to the Release Date, this Agreement Licensee shall be terminated pursuant to its termsresponsible for no other fees or payments arising from this Section 15.1. For the avoidance of doubt, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned Agreement is supplementary to the Companythis Agreement.

Source Code Escrow. (a) Promptly following In accordance with Section 5 of the execution of this ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Agreement, the Company agrees SPE, ▇▇▇▇▇▇, Philips and [***] (or, if [***] is not reasonably available, another reputable software escrow company to deposit into escrow (the "Source Code Escrow"be mutually agreed by SPE, ▇▇▇▇▇▇ and Philips) with Brambles NSD, Inc., or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with governing the Escrow Agent with respect to deposit and release of the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing Materials described in this Section 5.2((c)) shall entitle Parent to remove or make copies of 5 (such agreement, the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code “Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"Agreement”). The Escrow Agreement shall contain provisions instructing also govern the Escrow Agent to deliver deposit and release of the Cyclone materials within the definition of “Source Code Materials” as defined in Section 5 of the ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Agreement in accordance with the terms and conditions of such section. During the period commencing on the Closing Date and ending [***] thereafter, SPE shall deposit and maintain in escrow all source code within the Licensed ▇▇▇▇ IP (and documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code) in SPE’s possession and under SPE’s control for software necessary to Parent or its designated representative promptly upon request at any time from operate Products within the Licensed Fields and after using FOSSL Technology, as imaged on a hard drive (collectively, “Source Code Materials”) with [***] (or, if [***] is not reasonably available, with another reputable software escrow company to be mutually agreed by the Release DateParties). CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (e) In 5.1 During such period, SPE shall periodically update such Source Code Materials with the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its termslatest versions thereof in SPE’s possession and under SPE’s control. 5.2 During such period, the Source Code Escrow Materials shall terminate and be released to Philips in the Cyclone event of the bankruptcy, liquidation or insolvency of ▇▇▇▇▇▇ or an assignment for the benefit of creditors by ▇▇▇▇▇▇, or in the event that Philips requires access to the Source Code Materials to comply with any governmental request. In addition, unless otherwise provided for separately in an agreement between ▇▇▇▇▇▇ and Philips, if Philips requests modifications to software licensed hereunder, including without limitation bug fixes or additional functionality requested by Philips, and ▇▇▇▇▇▇ refuses to perform the development, maintenance or support of such software requested by Philips at ▇▇▇▇▇▇’▇ standard rates or other reasonable and customary terms (it being understood that ▇▇▇▇▇▇ has no obligation to do so), then SPE shall cause the release of the applicable portion of the software to Philips. Philips shall protect the confidentiality of any source code made available to it hereunder with the same degree of care it uses to protect its own source code and in any event no less than reasonable care. 5.3 All fees and expenses payable to [***] (or such other escrow company, if any) for the establishment and maintenance of such escrow arrangement under the Escrow Agreement shall be returned to the Companyborne and paid by Philips.

Source Code Escrow. 4.1 Within ninety (a90) Promptly following days of the execution of this AgreementEffective Date, the Company agrees GDSC shall deliver to deposit into an independent, commercially recognized third party escrow agent, selected and designated by GDSC and reasonably acceptable to MON (the "Source Code Escrow") with Brambles NSD, Inc., or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true), correct and complete copies of the source code, together with all relevant documentation, build instructions, and any tools in physical or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap electronic form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct current and complete copy of each the Software, including source code in machine readable form; a copy of associated control statements required for operation, development, maintenance and use of the source code (including control statements for assembly, linkage and other utilities) in machine readable form; flow charts, data file and element descriptions, program specifications, data flows and any other documentation used to describe such item programming. Software program listings will be fully self-documented with all appropriate comments on source code line entries and with subroutine headings and functional information, as appropriate. A current and complete copy of Cyclone Source Code (in form all of the foregoing and content) as any other materials required by the terms of this Agreement. The Company and Parent will enter into an Section 4 to be deposited in escrow agreement with the Escrow Agent with respect is hereinafter referred to the Source Code Escrow (as the "Escrow AgreementMaterials.") which will provide that the Company will pay all fees and expenses of the 4.2 The Escrow Agent and which will contain terms and conditions consistent Materials shall be deposited by GDSC in accordance with the provisions of this Section 5.2 4 and other with the escrow deposit agreement signed by both parties hereto and the Escrow Agent, and substantially in the form attached as Exhibit B or in the form as it may be modified by the Escrow Agent ("Escrow Deposit Agreement"). 4.2.1 Within fifteen (15) days of the release by GDSC of any Update or within six (6) months of the last deposit hereunder, whichever occurs earlier, GDSC shall deliver to the Escrow Agent, for deposit in accordance with the Escrow Deposit Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the Software or shall notify the Escrow Agent that no changes were made during the preceding period. All materials deposited shall be considered "Escrow Materials" as the term is used herein. 4.3 In the event (i) GDSC is unwilling to maintain and/or support the Software in accordance with the provisions of Section 6 of this Agreement and such failure is not fully remedied within thirty (30) days of MON's notice to GDSC and is not the result of MON's failure to pay Maintenance Fees to GDSC which are due and owing in accordance with the terms and conditions customary for such agreements. of this Agreement; (bii) On Maintenance and Technical Support Services are terminated pursuant to Section 6.4 because GDSC has not, through the day that is 18 business days following exercise of commercially reasonable efforts, corrected a failure, malfunction, defect or nonconformity which prevents the commencement Software from performing substantially in accordance with the Documentation and which results in a major or primary function or component of the Offer Software being unusable or unavailable to MON, within seventy-five (and75) days from the date MON notifies GDSC of the same; (iii) GDSC files a petition for reorganization or bankruptcy under the Code (provided such petition is not dismissed within sixty (60) days of filing); or (iv) a third party(ies) files a petition for involuntary bankruptcy against GDSC under the Code (provided such petition is not dismissed within sixty (60) days of filing); then notwithstanding any other rights and remedies to which MON may be entitled, if MON shall immediately have the Offer is extendedright to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Deposit Agreement. In the event that the release conditions referred to in subparagraphs (i), on the day that is two calendar days (ii), (iii) or (iv) hereof occur prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part GDSC's delivery of the Cyclone Source Code. (c) The Escrow Agreement Materials to the Escrow Agent as required hereunder and the parties' execution and delivery of the Escrow Deposit Agreement, it is the intent of the parties that the Escrow Materials will direct be eligible for release by the Escrow Agent to provide Parent reasonable access to MON as if the Cyclone Source Code for Escrow Deposit Agreement had been in full force and effect at such time, following the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices delivery of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant Materials to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent and the parties execution and delivery of the Escrow Deposit Agreement. 4.4 Any release of Escrow Materials to deliver MON shall remain subject to the Cyclone Source Code confidentiality obligations in this Agreement. Upon release of the Escrow Materials to Parent or MON, MON shall have a perpetual right and license to use the Escrow Materials solely for its designated representative promptly upon request own internal maintenance and support requirements for the Software. 4.5 GDSC shall have the right, at any time from on at least thirty (30) days' written notice to MON and after the Release Date. (e) In Escrow Agent, to select and designate a new commercially recognized escrow agent which is reasonably acceptable to MON to replace the event thatEscrow Agent hereunder. Upon such notice, prior the Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the Release Date, this Agreement shall be terminated pursuant to its terms, new escrow agent (which will then become the Source Code "Escrow shall terminate Agent" for all purposes hereunder) at GDSC's sole cost and expense and the Cyclone Source Code Escrow Agent shall be returned confirm such transfer in writing to the CompanyMON and GDSC.

Source Code Escrow. Within sixty (a60) Promptly following days after the execution of this AgreementEffective Date, RazorStream shall deposit and maintain the Company agrees to deposit into escrow (the "Technology in Source Code Escrow") with Brambles NSDform (including all any updates, Inc., modifications or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source codeenhancements), together with all relevant documentationDocumentation and appropriate supporting materials, build instructionsin escrow with DSI Technology Escrow Services Inc. (or such other escrow agent as mutually agreed) for the benefit of VM and its Affiliates pursuant to a separate escrow agreement in a form acceptable to both Parties. VM shall be permitted to access and use the escrowed materials (a) if RazorStream ceases to operate or states, either in general to the public, or in writing to VM or its Affiliates, that RazorStream does not intend to continue to support the Technology, (b) upon the occurrence of an Event of Default by RazorStream with respect to any obligation or duty relating to the Hosting Services and/or Support Services, (c) upon bankruptcy or insolvency of RazorStream, (d) upon termination of this Agreement by VM pursuant to Sections 3.6, 14.1 or 14.2, or (e) as otherwise set forth in the escrow agreement. The costs for maintaining the Technology in Source Code form on behalf of VM by the escrow agent shall be paid by VM. The escrow agreement shall include, without limitation, a license grant for use of the escrowed materials by VM and its Affiliates in such manner as shall be reasonably required to exercise the rights pursuant to this Agreement, including to use, reproduce, publicly display and perform, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products modify (including but not limited without limitation the ability to versions of products in alter, change, enhance and make additions to) the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement consistent with the Escrow Agent with respect licenses granted herein. VM may engage a third party consultant or independent contractor to modify, change or enhance the Source Code on VM's behalf; provided, however, that VM shall first require that any such consultant or independent contractor execute a non-disclosure agreement. Any modifications or derivative works (including all alterations, changes, enhancements and additions) to the Source Code Escrow (created by or on behalf of VM, but not the "Escrow Agreement") which will provide base Source Code that was the Company will pay starting place for such modifications, shall be owned solely and exclusively by VM and RazorStream hereby assigns all fees of its right, title and expenses interest in and to such modifications or derivative works to VM. RazorStream also shall promptly place any updates, modifications or enhancements and accompanying Documentation and/or supporting materials into such escrow. The nature and completeness of the Escrow Agent and which escrowed materials will contain terms and conditions consistent with be subject to verification at the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement facilities of the Offer (andescrow agent by a representative of VM in the presence of a representative of RazorStream. From time to time at VM's request, RazorStream shall provide VM with a list of all third-party software embedded in the Technology, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Codeany. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. With respect to all Project Source Code, the Borrower shall, and shall cause each applicable Borrower Party to, at a Borrower Party’s cost and expense: (ai) Promptly no later than the Execution Date and each QP Approval Date, and thereafter, upon execution of any Project IP Agreement containing Source Code, enter into a Source Code escrow agreement for the benefit of the Secured Parties with an escrow agent approved by DOE containing: (A) terms and conditions (including release conditions, such conditions to include an unwillingness or inability to support or maintain the Software) that are usual and customary for Source Code escrow arrangements satisfactory to DOE and the escrow agent; and (B) the grant to the Secured Parties by the Borrower Party or the third party that licenses Source Code to the Borrower, as applicable (effective as of the Execution Date, QP Approval Date, or if acquired later, upon such acquisition date, but enforceable following the execution occurrence of this Agreementany release condition specified in the Source Code escrow agreement) of an irrevocable, the Company agrees perpetual, non-exclusive, transferable, sublicensable, fully paid-up and royalty-free right and license to deposit Practice, compile and execute any and all Source Code and other materials placed into escrow pursuant to clause (the "ii) below, solely for purposes of developing, designing, engineering, procuring, constructing, starting up, commissioning, operating and maintaining each Qualifying Project and achieving Project Completion, as applicable; and (ii) promptly deposit in escrow (A) a complete, reproducible copy of all Project Source Code Escrow") with Brambles NSD, Inc.that is relevant to the applicable Qualifying Project, or Project Completion, as applicable; and (B) all revisions, modifications and enhancements to such other entity Project Source Code (including updates, upgrades and corrections thereto, and derivative works thereof) as is reasonably satisfactory such revisions, modifications or enhancements are used in or otherwise made available to Parent and the Company (the "Escrow Agent") CDROMs containing truea Qualifying Project, correct and complete copies of the source codein each case, together with all relevant documentation, build instructions, and any tools such documentation or libraries used materials as are reasonably required to exercise the rights granted in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products clause (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for WorkgroupsB) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreementsabove. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. In order to assure that Digital and various other HealthAxis licensees will have access to the source code for the Non-Retail Presentation Layer Software and Other Common Modules in the event of HealthAxis' ceasing its business (awhether voluntarily or involuntarily) Promptly following the execution of this Agreementwithout provision for a successor to continue such business, HealthAxis has deposited, and will deposit from time to time, the Company agrees to deposit source code in accordance with an Escrow Agreement (herein so called) previously entered into escrow (the "Source Code Escrow") with Brambles NSDbetween HealthAxis and Fort ▇▇▇▇ Escrow Services, Inc., or such other entity as is reasonably satisfactory to Parent and the Company Inc. (the "Escrow Agent"), a copy of which Escrow Agreement has been provided to Digital. The following provisions shall govern with respect to the source code escrow: (i) CDROMs containing true, correct and complete copies HealthAxis will add Digital to the list of beneficiaries under the Escrow Agreement; (ii) HealthAxis will update the source code deposit at least semi-annually; (iii) Conditions for release of the source code, together with all relevant documentation, build instructions, and any tools or libraries used code of the escrowed software to beneficiaries pursuant to the Escrow Agreement shall include (A) in the build process that are event HealthAxis ceases conducting business in the normal course (and does not commercially available in off-the-shelf provide for a successor to continue such business), or shrink wrap form(B) HealthAxis institutes any proceedings for the winding up, for each termination and liquidation of its currently shipping versions business, or (C) Digital provides written certification to Escrow Agent certifying such facts which is not contested within the time specified in the Escrow Agreement; (iv) In the event the source code is released to Digital from escrow under the terms of products (including but not the Escrow Agreement, Digital's use of the source code shall be limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer uses of the Company license granted under Article III hereof; Digital/HealthAxis - Page 4 Software License and Consulting Agreement (v) HealthAxis may elect at any time, after written notice to contain a trueDigital, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with to replace the Escrow Agent with respect to another reputable, independent escrow firm reasonably selected by HealthAxis; (vi) HealthAxis shall be responsible for all expenses under the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements.; (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (cvii) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent be modified or delay Parentterminated in any way that affects Digital's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, rights hereunder without Digital's prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.written consent; or

Source Code Escrow. (a) Promptly following Prior to the execution Effective Date, Service Provider shall have deposited a current version of this Agreementthe source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Company agrees to deposit into escrow Novation Marketplace as it exists immediately before the Effective Time (the "Source Code EscrowCurrent Version") with Brambles NSDIron Mountain, Inc., Inc. or such other entity as is another escrow agent reasonably satisfactory to Parent and agreed by the Company Parties (the "Escrow Agent") CDROMs containing true, correct and complete copies pursuant to an escrow agreement executed by each of the source codeParties and the Escrow Agent, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with substance satisfactory to each of the Escrow Agent with respect to the Source Code Escrow Parties (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing be based on the Escrow Agent's standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the "Source Code"), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent to shall deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from each of Novation, VHA, UHC and after HPPI. Upon the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall terminate and maintain the Cyclone Source Code shall be returned to the Companyin confidence in accordance with Section 10.1.

Source Code Escrow. (a) Promptly As soon as reasonably possible following the execution of this Agreement, but in no event later than ninety (90) days after the Company agrees to execution of this Agreement by both parties, SUMMUS will deposit into escrow (the "Source Code Escrow") with Brambles NSD, Inc., or such other entity as is reasonably satisfactory to Parent and source code for the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies then-current version of the source codeSUMMUS Code with Fort Knox ▇▇▇row Services, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products Inc. (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source CodeFt. Knox"). Such deposit shall consist of , pursuant to a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an source code escrow agreement with the Escrow Agent with respect to the Source Code Escrow approved and executed by and among SUMMUS, ADLABS and Ft. Knox (the ▇▇e "Escrow Agreement") ), such approval of the Escrow Agreement not to be unreasonably withheld. ADLABS shall pay all expenses associated with the escrow. Upon the completion of services by SUMMUS under each Work Statement that includes the delivery of updates to the SUMMUS Code, and upon any other delivery of updates to the SUMMUS Code to which will provide ADLABS is entitled pursuant to this Agreement or the Master Agreement, SUMMUS shall deposit the source code for such updates with Ft. Knox, ▇▇ovided that the Company will pay ADLABS pays all fees and expenses associated with such deposit, and such source code shall thereupon become subject to the terms of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement Agreement. Upon any release of the Offer (and, if the Offer is extended, on the day that is two calendar days prior source code pursuant to the then current Expiration Date andEscrow Agreement, if SUMMUS shall deliver to ADLABS all work in progress under all Work Statements, including all source code related thereto (collectively, "Work in Progress"). Notwithstanding anything to the Offer is extended at any one time by more than 25 dayscontrary in this Agreement, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part upon release of the Cyclone Source Code. (c) The Escrow Agreement will direct source code pursuant to the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shallAgreement, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall ADLABS will be entitled to have a representative present at any inspection use, modify, change, alter or improve the released source code and the Work in Progress as reasonably necessary to exercise its rights under the licenses granted in Section 2 of this Agreement and to correct and support the SUMMUS Code. ADLABS shall maintain the confidentiality of the Cyclone Source Code by a Parent representative, provided that source code and the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held Work in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares Progress pursuant to the Offer terms of Section 13 of this Agreement. ADLABS shall in no event give, sell, rent, lease, pledge, encumber, hypothecate, timeshare, sublicense, publish, assign (except as allowed under Section 14.2), market, transfer or distribute any portion of the "Release Date")source code or the Work in Progress without the prior written consent of SUMMUS. The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event thatFurther, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.ADLABS shall

Source Code Escrow. If and only if Licensee so requests in writing at any time: (i) Primal shall enter into an agreement (a “Source Code Escrow Agreement”) with an independent third party (an “Escrow Agent”) under which Primal is obligated to deposit a fully commented and documented copy of the source code form of the Program, a listing thereof and all relevant commentary, including explanation, flow charts, algorithms and subroutine descriptions, memory and overlay maps and other documentation of the source code (“Commentary”, together with the source code and listing, the “Deposit”), and to continuously update such Deposit with a fully commented and documented copy of the source code form of all Error Corrections, Basic Enhancements and Releases (“collectively, “Updates”), a listing thereof and all relevant Commentary, as such Updates are released, (ii) Primal shall make the Deposit, and (iii) Primal shall facilitate and cooperate with the process of making Licensee a beneficiary under the Source Code Escrow Agreement such that the Escrow Agent will be obligated to notify Licensee in the event that Primal has not updated its Deposit upon its release of an Update, and such that the Escrow Agent will be obligated to release the Deposit to Licensee in the event of either of the following conditions: (a) Promptly following the execution Primal breaches a material provision of Section 6 of this Agreement, Agreement and fails to cure its breach within the Company agrees to deposit into escrow time period(s) allotted therein (the "Source Code Escrow") with Brambles NSD, Inc.as applicable), or such other entity as is reasonably satisfactory (b) Primal becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to Parent insolvency, receivership, liquidation, or composition for the benefit of creditors; provided however, that Primal shall have one hundred twenty (120) calendar days to cure said release condition in this subsection ‘(b)’ from the date of occurrence. Primal hereby grants Licensee a license to use, copy, make derivative works from and otherwise modify the Company (Deposit to support and maintain the "Escrow Agent") CDROMs containing true, correct and complete copies Program upon release of the source code, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited Deposit to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect Licensee pursuant to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will . Licensee shall pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with all fees charged by the provisions of this Section 5.2 and other terms and conditions customary Escrow Agent for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior rights afforded to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees Licensee pursuant to deposit into the Source Code Escrow Agreement in the event Licensee becomes a complete and updated copy of beneficiary thereto. Licensee shall directly pay all Cyclone Source Code, such fees to the Escrow Agent. Except for any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct fees or costs required by the Escrow Agent pursuant to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event thatAgreement, prior to the Release Date, this Agreement Licensee shall be terminated pursuant to its termsresponsible for no other fees or payments arising from this Section 15.1. For the avoidance of doubt, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned Agreement is supplementary to the Companythis Agreement.

Source Code Escrow. With respect to all Project Source Code, the Borrower shall, and shall cause each applicable Borrower Entity to, at a Borrower Entity’s cost and expense: (ai) Promptly no later than the First Advance Date, and thereafter, upon execution of any Project IP Agreement granting the right to use or access Source Code enter into a Source Code escrow agreement for the benefit of the Secured Parties with an escrow agent approved by DOE containing: (A) terms and conditions (including release conditions, such conditions to include an unwillingness or inability to support or maintain the Software) that are usual and customary for Source Code escrow arrangements satisfactory to DOE; and (B) the grant to the Secured Parties by the Borrower Entity or the third party that licenses Source Code to the Borrower, as applicable (effective as of the Execution Date, or if acquired later, upon such acquisition date, but enforceable following the execution occurrence of this Agreementany release condition specified in the Source Code escrow agreement) of an irrevocable, the Company agrees perpetual, non-exclusive, transferable, sublicensable, fully paid up and royalty-free right and license to deposit Practice, compile and execute any and all Source Code and other materials placed into escrow pursuant to clause (ii) below, solely for purposes of developing, designing, engineering, procuring, constructing, starting up, commissioning, operating and maintaining the "Project and achieving Project Completion, as applicable; and (ii) no later than the First Advance Date, promptly deposit in escrow (A) a complete, reproducible copy of all Project Source Code Escrow") with Brambles NSD, Inc.that is relevant to the applicable Line, or Project Completion, as applicable; and (B) all revisions, modifications and enhancements to such other entity Project Source Code (including updates, upgrades and corrections thereto, and derivative works thereof) as is reasonably satisfactory such revisions, modifications or enhancements are used in or otherwise made available to Parent and the Company (the "Escrow Agent") CDROMs containing trueProject, correct and complete copies of the source codein each case, together with all relevant documentation, build instructions, and any tools such documentation or libraries used materials as are reasonably required to exercise the rights granted in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products clause (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for WorkgroupsB) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreementsabove. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. (a) Promptly The Department and the Concessionaire acknowledge that the Concessionaire and/or the Concessionaire’s Software suppliers may not wish to disclose directly to the Department at the time of installation the Source Code and Source Code Documentation which is Proprietary Intellectual Property of the Concessionaire and/or the Concessionaire’s software suppliers, as public disclosure could deprive the Concessionaire and/or the Concessionaire’s software suppliers of commercial value, but that the Department must be ensured access to such Source Code and Source Code Documentation in either of the following circumstances: (i) in the execution case of Source Code and Source Code Documentation that is a Contractor’s Proprietary Intellectual Property, if this Agreement is terminated for Concessionaire Default or upon assignment by Concessionaire of its rights pursuant to this Agreement, the Company agrees to deposit into escrow Department assumes the contract or subcontract with such Software supplier, and either (the "Source Code Escrow"A) with Brambles NSDa business failure (including voluntary or involuntary bankruptcy, Inc., or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent"insolvency) CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructions, and any tools Software supplier occurs or libraries used in (B) the build process that are not commercially available in off-the-shelf Software supplier fails or shrink wrap form, for each of its currently shipping versions of products (including but not limited ceases to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer provide services as necessary to permit continued use of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) software by the Department as required contemplated by this Agreement. The Company ; or (ii) in the case of Source Code and Parent Source Code Documentation that is the Concessionaire’s Proprietary Intellectual Property, (A) this Agreement is terminated for Concessionaire Default, (B) a business failure (including voluntary or involuntary EXECUTION VERSION – DECEMBER 5, 2011 102 bankruptcy, and insolvency) of the Concessionaire occurs or (C) the Concessionaire fails or ceases to provide services as necessary to permit continued use of the software by the Department as contemplated by this Agreement. (b) By no later than the Tolling and O&M Work Commencement Date of the Existing Project Assets, the Department and the Concessionaire will enter into an escrow agreement establish one or more escrows (the “Source Code Escrows”) with the Escrow Agent with respect on terms and conditions reasonably acceptable to the Department and to the Concessionaire into which such Source Code Escrow and Source Code Documentation will be escrowed, including all relevant commentary, explanations and other documentation, as well as instructions to compile such Source Code and Source Code Documentation, and all modifications, additions or substitutions made to such Source Code and Source Code Documentation. (c) The escrow provided for herein will survive any termination of this Agreement regardless of the "Escrow Agreement"reason. (d) which will provide that the Company The Concessionaire will pay all fees the reasonable costs and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior related to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source CodeEscrows. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. (a) Promptly following As soon as practicable after the execution of this AgreementMPSA Trigger Date, the Company agrees to Parties shall enter into a source code escrow agreement (the “Escrow Agreement”) with a reputable, mutually acceptable third-party escrow agent (the “Escrow Agent”) for the escrow of on-premise Meridium and on-premise Smart Signal source codes, along with any training manuals and tangible embodiments, as such exist as of the MPSA Trigger Date (the “Escrow Software”), which shall provide the following: (i) GE Digital shall make only those ▇▇▇▇▇ ▇▇▇▇▇▇ Customers agreed upon by the Parties, if any, the beneficiaries of source code, source materials and all the documentation embodying the Escrow Software that will be deposited by GE Digital with the Escrow Agent; and (ii) GE Digital shall deposit into escrow (the "Source Code Escrow") with Brambles NSD, Inc., or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses current version of the Escrow Agent Software, in source code format, upon execution of the Escrow Agreement or as soon as practicable thereafter, and which will contain terms GE Digital shall, on an ongoing basis, continue to maintain and conditions consistent with update in escrow the provisions most current version(s) of this Section 5.2 and other terms and conditions customary for such agreementsthe Escrow Software. (b) On A ▇▇▇▇▇ ▇▇▇▇▇▇ Customer identified as a beneficiary to the day that is 18 business days following the commencement Escrow Agreement shall be entitled to a release of the Offer Escrow Software in the event that: (andi) GE Digital ceases to do business in the ordinary course or GE Digital terminates the offering, support, and maintenance of the Escrow Software, and provided that the offering, support, and maintenance of the Escrow Software have not been assigned to a third party; (ii) GE Digital is acquired or divests the Escrow Software and the acquiring organization no longer offers, supports, or maintains the Escrow Software; provided that if such acquiring organization obsoletes, discontinues or otherwise terminates such Escrow Software in accordance with the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pendingEnd of Life Policy and Section 2.03(b), then such ▇▇▇▇▇ ▇▇▇▇▇▇ Customer shall not be entitled to release of such Escrow Software; (iii) GE Digital files or has filed against it a petition in bankruptcy or insolvency, or files a petition or answer seeking reorganization, readjustment or restructuring under any law relating to bankruptcy or insolvency, or a receiver is appointed for a full or a substantial portion of its property, or it makes any assignment or attempted assignment for the Company agrees to deposit into the Source Code Escrow a complete and updated copy benefit of all Cyclone Source Codecreditors, unless any of which shall thereafter be deemed to be a part the above referenced petitions are dismissed in favor of the Cyclone Source Code.GE Digital within sixty (60) days of filing; (c) The Escrow Agreement will direct In the event a ▇▇▇▇▇ ▇▇▇▇▇▇ Customer that is a beneficiary as set forth above exercises its right to obtain the deposited source code of the Escrow Agent Software under the release conditions as stated herein, such ▇▇▇▇▇ ▇▇▇▇▇▇ Customer (or, upon GE Digital’s consent, which shall not be unreasonably withheld or delayed, ▇▇▇▇▇ ▇▇▇▇▇▇) may use such source code solely in a defined, controlled environment and solely for purposes of ▇▇▇▇▇ ▇▇▇▇▇▇’ obligations to provide Parent reasonable access to such ▇▇▇▇▇ ▇▇▇▇▇▇ Customer that are in existence at the Cyclone Source Code for the limited purpose time of ensuring that the Cyclone Source Code is what it purports to be by running a compile such release of the Cyclone Source Code Escrow Software and checking the functionality of the resulting binary code against the provided documentationthat cannot be supported by GE Digital. Such access shall▇▇▇▇▇ ▇▇▇▇▇▇ Customer (or, to the extent reasonably practicableif consented as above, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)▇▇▇▇▇ ▇▇▇▇▇▇) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or not use released Escrow Software for any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspectionother purposes. (d) The Cyclone Source Code shall be held Parties acknowledge that in the Source Code Escrow at the offices event of such release of the Escrow Agent until Software, GE Digital may need to make available to ▇▇▇▇▇ ▇▇▇▇▇▇ certain additional proprietary software tools which are necessary enable the date on which Purchaser has accepted functioning of the Escrow Software (“Enabling Tools”). GE Digital shall make available to ▇▇▇▇▇ ▇▇▇▇▇▇ such Enabling Tools that are necessary for payment the operation of the Escrow Software for a reasonable interim period, provided that ▇▇▇▇▇ ▇▇▇▇▇▇ shall use such Enabling Tools strictly and paid solely for Shares pursuant such enabling purpose. Notwithstanding anything to the Offer (contrary herein, GE Digital shall have the "Release Date"). The Escrow Agreement shall contain provisions instructing right to deposit into escrow a version of the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release DateSoftware that does not require such Enabling Tools. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.

Source Code Escrow. (a) Promptly following Prior to the execution Effective Date, Service Provider shall have deposited a current version of this Agreementthe source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Company agrees to deposit into escrow Novation Marketplace as it exists immediately before the Effective Time (the "Source Code EscrowCurrent Version") with Brambles NSDIron Mountain, Inc., Inc. or such other entity as is another escrow agent reasonably satisfactory to Parent and agreed by the Company Parties (the "Escrow Agent") CDROMs containing true, correct and complete copies pursuant to an escrow agreement executed by each of the source codeParties and the Escrow Agent, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with substance satisfactory to each of the Escrow Agent with respect to the Source Code Escrow Parties (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing be based on the Escrow Agent's standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the "Source Code"), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each [*****] during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent to shall deliver the Cyclone Source Code to Parent each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI's rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI's rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its designated representative promptly upon request at obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation's reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any time from unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and after the Release DateHPPI shall be paid by Novation. (ec) In Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the event that, prior Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the Release Datesoftware that is the subject of such escrow. In lieu of the foregoing, this Agreement Service Provider may subject all such software to the Escrow Agreement, in which case "Source Code" shall be terminated pursuant deemed to its termsinclude, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned in addition to the CompanyGHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. Upon ninety (a90) Promptly following the execution of this Agreement, the Company agrees days prior written notice from Sprint Spectrum NeoPoint will become a party to deposit into escrow (the "a Source Code Escrow") with Brambles NSD, Inc., or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect to the Source Code Escrow (the "Escrow Agreement") ---------------- which will enable Sprint Spectrum and its designated affiliates to obtain access to the applicable Source Codes relating to any Sprint Spectrum Defined Feature upon sixty (60) days prior written notice in the event that (a) an order for relief under Chapter 7 or Chapter 11 of the United States Bankruptcy Code is entered with respect to NeoPoint, (b), at any time during the Term, NeoPoint shall cease to provide that maintenance and/or support for the Company Products in accordance with its obligations hereunder, (c) NeoPoint is unable or unwilling to pay the escrow fees or expenses required under the Escrow Agreement or (d) any sale, assignment or other transfer of NeoPoint's rights to the Products, without the prior written consent of Sprint Spectrum, would prevent NeoPoint from discharging its obligations hereunder. NeoPoint will pay all fees and expenses of the Escrow Agent and which costs associated with establishing a Source Code escrow arrangement; provided that Sprint -------- ---- Spectrum will contain terms and conditions consistent be responsible for all costs incurred in connection with the provisions maintenance of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete escrow and updated copy the retrieval or withdrawal of all Cyclone Source CodeCode or related information from any such escrow, any of which shall thereafter be deemed to be a part of once established. NeoPoint represents, warrants and agrees that (i) the Cyclone Sprint Spectrum Defined Feature Source Code. (c) The Codes delivered into escrow in accordance with the Escrow Agreement will direct comprise the full Source Code language statement of the software as used, or required to be used, by NeoPoint to maintain or modify any such features without the help of any other Person or reference to any other material, (ii) such Source Codes will include all relevant versions thereof and upgrades and enhancements thereto, and (iii) such Source Codes must be kept up to date, including all updates needed to maintain compliance with the Specifications. In addition, all parts of the Sprint Spectrum Defined Feature Source Codes and all updates thereto (including, without limitation, those that are necessary to maintain compliance with the Specifications) must be delivered into escrow in accordance with the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspectionAgreement. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.