Common use of Source Code Escrow Clause in Contracts

Source Code Escrow. 4.1.1 Vendor represents and warrants that as of the date hereof, neither Vendor nor any of Vendor’s affiliates has established a Source Code escrow 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, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive a copy of the 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 Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be 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 (such affiliate the “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 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 Documents; or

Source Code Escrow. 4.1.1 Vendor represents and warrants that as of On the date hereof, neither Vendor nor Company shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of the source code (the "Source Code") for the Domain Name and any of Vendor’s affiliates has established a other materials required to operate the Source Code escrow (the "Escrow Materials"). 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 the Escrow Agent, for deposit in accordance with such Escrow Agreement, any of its existing customersand 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 that Vendor of (i) the Company's insolvency (as defined in Section 16(e)) or any affiliate (ii) the Company's material breach of the Vendor establishes a Source Code escrow in the future which applies to any terms of the Software furnished to Reliance hereunder, Vendor shall add, this Agreement specifically because of its gross negligence or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of willful misconduct and such Source Code escrow, and Reliance shall be entitled to receive a copy of the 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 Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be 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 (such affiliate the “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 breach is not dismissed fully remedied within thirty (30) days of such involuntary filingAMEX's notice to Company, or then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain 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 copy of the SoftwareEscrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement for use in continued provision of the Service. AMEX shall have the right, ceases doing business without providing for at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a successornew escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and Reliance has reasonable cause securely transfer the Escrow Materials to believe that any the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such event shall cause Vendor transfer in writing to be unable to meet its warranty service or support requirements under the Documents; orAMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED.

Source Code Escrow. 4.1.1 Vendor represents and warrants Licensor has escrowed the source code for the Business Products with Data Security International, Inc. ("DSI") or such escrow agent that as might replace DSI at a subsequent date. Licensor will maintain such escrow during the term of the date hereof, neither Vendor nor any of Vendor’s affiliates has established a Source Code escrow for any of its existing customersAgreement. 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, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance Licensor will list Licensee as a beneficiary of such the source code escrow pursuant to the terms of the standard "Source Code escrowEscrow Agreement," used by DSI as revised to conform to this Article III. For the purposes of this Amendment: (a) the Business Products will be deemed Escrowed Materials as such term is used in the Escrow Agreement; (b) Notwithstanding anything in the Escrow Agreement to the contrary, when requesting access to or a copy of any Escrowed Material, Licensee shall in writing agree and Reliance confirm that it will have only the license rights granted to it by the Option Agreement and this Software License Agreement. Licensee shall further in writing agree and confirm that the Escrowed Material shall be deemed confidential Information of Licensor pursuant to the Confidential Disclosure Agreement between Licensor and Licensee as of August 31, 2000, with the actual date of disclosure of the Escrowed Materials being deemed the initial and final disclosure date of disclosure thereunder. (c) So long as Licensee is current with its obligations at that time, Licensee shall be entitled to receive obtain the source code, limited to the Business Products, under this Agreement if Licensor (i) fails to make available or perform maintenance and support services, including the services described in Section 2.04, for the Business Products pursuant to the terms of this Agreement during a copy period in which Licensee is entitled to such services and Licensor has not promptly cured such failure despite Licensee's demand that Licensor make available or perform such services; (ii) files or is the subject of the escrowed Source Code in the event filing of the occurrence of any of the events set out below. In addition to the foregoing, Vendor shall immediately deliver and hereby grants, a petition by 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”) against Licensor for the maintenance, enhancement and support of those Products purchased from Vendor and owned or operated by Reliance or any Affiliate relief under the following circumstances, provided that any such released Source Code shall be 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 (such affiliate the “Control Affiliate”) becomes insolventUnited States Bankruptcy Code, makes a general assignment for the benefit of creditors, files appoints or has appointed a voluntary petition general receiver or trustee in bankruptcy for Licensor's business 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 filingproperty, 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 Software, ceases doing business without providing for a successor, and Reliance has reasonable cause to believe provided that any such event events will not apply if within 30 days thereafter Licensor or its receiver or trustee provides assurances, reasonably satisfactory to Licensee, of Licensor's continuing ability and willingness to fulfill all material obligations under this Agreement; or (iii) ceases business operations generally, unless within 30 days thereafter a capable successor to the Business Products and Services, reasonably satisfactory to Licensee, agrees to continue to make available and perform such maintenance and services. Upon release of the source code from escrow it may only be used, executed, and reproduced by Licensee internally for the purpose of providing support and maintenance of Business Products, and for the purpose of customization and integration of the Business Products with the Licensee's software products, including without limitation the preparation of derivative works consisting of bug fixes and updates, which Licensee may distribute and sublicense externally in object code form only, and for no other purpose. Licensee must continue to pay the Royalty on the Business Products, as specified in Section 1.02(a) and at all times during which it has the source code; provided, however, that if Licensee has obtained the source code due to any of the contingencies specified in clauses (ii) and (iii) of this Section 3.01(c), the Royalty payable under Section 1.02(a) shall cause Vendor be reduced from $15,000 per copy to be unable to meet its warranty service or support requirements under the Documents; or$10,000 per copy.

Source Code Escrow. 4.1.1 Vendor represents and warrants that as of the date hereof, neither Vendor nor any of Vendor’s affiliates has established a Source Code escrow 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, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive a copy of the 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 Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be 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 (such affiliate the “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 a. Within thirty (30) days of the 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 time of each deposit of the Escrowed Code with the escrow agent that the Escrowed Code is true, correct and complete, and Equifax shall have the right, through its own personnel, at the time of each such involuntary filingdeposit to review and certify that the Escrowed Code complies with this Section 5. Equifax shall bear the costs of 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 Section 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 receiver 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 appointed for unable to pay its business, debts or its assets become subject to any proceeding under a bankruptcy enters into or insolvency law, domestic or foreign, files (or has liquidated its businessfiled against it) a petition, arrangement, action or Vendorother proceeding seeking relief or protection under the bankruptcy laws. In the event of a release under item 1, or the Escrowed Code shall be delivered to the Party designated in a business unit or affiliate joint notice from the Parties to the escrow agent, in the event of Vendor that is responsible for maintenance 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 Parties shall enter into a three party contractual arrangement with each other and the escrow agent in the form of Exhibit E hereto, with commercially reasonable changes, if any, requested by the escrow agent, to implement the provisions of this Section 5. Equifax shall bear the cost of the 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 escrow arrangement with the Documents; orEscrow Agent.

Source Code Escrow. 4.1.1 Vendor represents 16.1 Within six (6) months following the completion and warrants that as acceptance of the Deliverables, WINK shall enter into a standard form of source code escrow agreement ("Escrow Agreement") with Data Securities International, Inc. ("Escrow Agent"). Such Escrow Agreement shall provide for WINK's delivery and deposit from time to time (including Product Releases, Version Releases and Updates) with the Escrow Agent of source code and proprietary materials in both electronic (e.g., CD-ROM or diskette) and documented paper format for each piece of software ("Escrow Materials") related to the Licensed Products and WINK shall make such deposits. Until a condition of release ("Release Condition") occurs as defined herein and the notice conditions of the Escrow Agreement have been met, the Escrow Agent shall not deliver the Escrow Materials to TAK. The fees and costs charged by the Escrow Agent to establish and maintain the Escrow Agreement shall be paid by WINK (provided that 50% of such amount shall be reimbursed to WINK by TAK) Any of the following events shall be deemed to be Release Conditions: (i) WINK defaults on its obligation to cure a major bug, such bug being of a nature to significantly affect TAK's business and such default is not cured within forty-five (45) days after written notice by TAK; or (ii) WINK fails to deliver a major enhancement to the WINK Engine in any four (4) year period following the date hereof, neither Vendor nor any of Vendor’s affiliates has established a Source Code escrow for any the last Product Release and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iii) Having notified TAK of its existing customers. In decision pursuant to the event provisions of Section 6.13, WINK fails to commit to promptly develop (at WINK's normal consulting rates) any new Version Release or Product Release requested by TAK and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iv) WINK fails to provide Support as set forth in this Agreement and such default is not cured within sixty (60) days after written notice by TAK, or (v) WINK files or there is filed against it any petition in bankruptcy which petition has not been dismissed within 60 days of its filing, provided however, 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, Vendor no Release Condition shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive a copy of the escrowed Source Code occur 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 WINK is 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 Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be 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 (such affiliate the “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 "debtor-in-possession" under a bankruptcy Chapter 11 proceeding [and no Release Condition has otherwise occurred under Section 16(i), (ii), (iii) 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 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 Documents; or(iv) above].

Source Code Escrow. 4.1.1 Vendor represents and warrants that As soon as reasonably possible following the execution of this Agreement, but in no event later than ninety (90) days after the execution of this Agreement by both parties, SUMMUS will deposit the source code for the then-current version of the date hereofSUMMUS Code with Fort Knox ▇▇▇row Services, neither Vendor nor any of Vendor’s affiliates has established Inc. ("Ft. Knox"), pursuant to a Source Code source code escrow for any of its existing customersagreement approved and executed by and among SUMMUS, ADLABS and Ft. In the event that Vendor or any affiliate Knox (▇▇e "Escrow Agreement"), such approval of the Vendor establishes a Source 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 escrow in to which ADLABS is entitled pursuant to this Agreement or the future which applies Master Agreement, SUMMUS shall deposit the source code for such updates with Ft. Knox, ▇▇ovided that ADLABS pays all fees and expenses associated with such deposit, and such source code shall thereupon become subject to any the terms of the Software furnished Escrow Agreement. Upon any release of the source code pursuant to Reliance hereunderthe Escrow Agreement, Vendor SUMMUS shall adddeliver to ADLABS all work in progress under all Work Statements, or cause including all source code related thereto (collectively, "Work in Progress"). Notwithstanding anything to the affiliate that establishes a Source Code escrow contrary in this Agreement, upon release of the source code pursuant to addthe Escrow Agreement, Reliance as a beneficiary of such Source Code escrow, and Reliance shall ADLABS will be entitled to receive a copy 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 escrowed Source Code source code and the Work in Progress pursuant to the 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 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 Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be 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 (such affiliate the “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 source code or the Control Affiliate which is not dismissed within thirty (30) days Work in Progress without the prior written consent of such involuntary filingSUMMUS. Further, 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 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 Documents; orADLABS shall

Source Code Escrow. 4.1.1 Vendor represents and warrants that as During the Term of the date hereofAgreement and any extension, neither Vendor nor any of Vendor’s affiliates has established a Unisys agrees, at UHS’ cost (which shall be commercially reasonable), to maintain the Source Code (defined below) to the Unisys Proprietary Software (the “Unisys Source Code”) in escrow for any of its existing customerswith Data Securities International, Inc. (“DSI”) and, subject to an Escrow Agreement (the “Escrow Agreement”) attached hereto as Exhibit 35 signed by Unisys, UHS and DSI. In The version maintained at all times, shall be the version used by Unisys to provide Services to UHS so that if a release event that Vendor or any affiliate of occurred, UHS could operate without interruption. Unisys shall also deposit under the Vendor establishes a Escrow Agreement the Source Code escrow in the future which applies to any of the Software furnished to Reliance hereunderupdates, Vendor shall addchanges, alterations, or cause modifications to the affiliate that establishes a Source Code escrow Unisys Proprietary Software as they are made, so as to add, Reliance as a beneficiary be current with the version operated by Unisys for the benefit of such Source Code escrow, and Reliance shall be entitled to receive a copy of UHS. UHS may only access the escrowed 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 occurrence of Escrow Agreement (except for 4.1(a)) and/or any of the events set out below. In addition following permanent release conditions, and notwithstanding anything to the foregoingcontrary in the Escrow Agreement, Vendor release 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 Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall not be subject to objection or contrary instructions by Unisys: (i) Upon termination of the confidentiality provisions set forth Agreement for Change in Control of Unisys (Section 24.02); (ii) In the General Terms: a if Vendor event Unisys discontinues (or any affiliate of Vendor that owns UHS is unable to acquire) standard, commercially available maintenance for the Unisys Proprietary Software version used by or controls such Source Code (such affiliate the “Control Affiliate”) becomes insolvent, makes a general assignment for the benefit of creditorsUHS, files a voluntary petition in bankruptcy on commercially reasonable terms and conditions and pricing; or (iii) In the event that Unisys fails to carry out maintenance or an involuntary petition in bankruptcy support obligations (or is filed against Vendor or the Control Affiliate which is not dismissed within thirty (30) days relieved of such involuntary filing, or a receiver is appointed for its business, or its assets become subject obligations to any proceeding do so under a bankruptcy force majeure event) with respect to the Unisys Proprietary Software imposed on it pursuant to the Agreement or insolvency lawExhibit 1. UHS shall have the right at any time to verify the Deposits made to DSI by Unisys, domestic or foreignand Unisys shall provide UHS all information and assistance, or has liquidated its business, or Vendor, or a business unit or affiliate of Vendor that is responsible for maintenance including object code versions of the Unisys Proprietary Software, ceases doing business without providing 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 a successorthe remaining term of the related software license to alter copy and use the Source Code to support its license of the Software as set forth in this Agreement and to authorize third parties to exercise such rights in each case solely for the benefit of UHS. Such license shall be at least as broad as the license to the object code. UHS agrees, however, to forbear from accessing and Reliance has reasonable cause using the Source Code until such time as UHS is entitled, in accordance with this Agreement, to believe that any such event the release of the Source Code out of escrow. UHS shall cause Vendor have the right, if necessary, to be unable reverse engineer the Unisys Proprietary Software solely as necessary to meet support its warranty service or support requirements under the Documents; oruse thereof.

Source Code Escrow. 4.1.1 Vendor represents and warrants that as (i) Upon the completion of the date hereofinitial customization work, neither Vendor nor any Licensor shall deliver the source code and all documentation for the Licensed Software to the Escrow Agent subject to an Escrow Agreement in substantially the form attached hereto as Appendix A ("Escrow Agreement"), which forms an integral part of Vendor’s affiliates has established a Source Code escrow 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, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrowthis Agreement, and Reliance shall be entitled to receive a deposit with the Escrow Agent an actual copy of the escrowed Source Code in source code and all documentation for the event Licensed Software every six months, beginning on June 30th, 1998, unless the deposited material has been already exchanged against an upgrade during a foregoing six month period. Licensor and Licensee shall use their best efforts to enter into such an Escrow Agreement as soon as possible after the effective date of this Agreement. (ii) Whenever Licensor provides Licensee with an upgrade of the occurrence Licensed Software, Licensor shall within ten business days thereafter deposit with the Escrow Agent the source code and documentation for the upgrade. (iii) If, on June 30 or December 31 of any year, there have been no upgrades of the events set out below. In addition to Licensed Software requiring a deposit of the foregoingupgraded software in accordance with the preceding section during the preceding six months but there have been minor changes, Vendor Licensor shall, within ten business days deposit the source code for the then-current version of the Licensed Software. (v) The source code (and documentation) shall immediately deliver and hereby grants, or cause the affiliate that establishes a Source Code be released from escrow to immediately deliver and grantLicensee, Reliance temporarily or permanently, solely upon the occurrence during the term of this Agreement one of the following "Escrow Release Events" defined below: (A) permanently, if Licensor becomes insolvent or admits insolvency or admits a right general inability to access the Source Code and to modify the Software pay its debts as they become due; (the “RTM License”B) permanently, if Licensor files a petition for the maintenance, enhancement and support of those Products purchased from Vendor and owned or operated by Reliance or any Affiliate protection under the following circumstancesBankruptcy Code of the United States, provided that any such released Source Code shall be 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 (such affiliate the “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 Licensor and is not dismissed within thirty sixty days thereafter; (30C) days permanently, if Licensor should commence proceedings to dissolve as a legal entity; (D) temporarily, if Licensor proves unable or unwilling to carry out a reasonable customization request of Licensee upon Licensee's offer to pay reasonable compensation for such involuntary filingwork and/or to provide within due course its Services according to Section 3 (a) (I) of the Software Maintenance Agreement. (vi) Licensor hereby grants to Licensee all rights to modify and use the source code within the scope of the license granted by Section 1 of this Agreement upon occurrence of an Escrow Release Event. (vii) If Licensee desires to obtain the Source Code Escrow Package from the Escrow Agent upon the occurrence of a Release Event, or then: (A) Licensee shall comply with the procedures set forth in the Escrow Agreement to document the occurrence of the Release Event; (C) If the release is a receiver is appointed for its businesstemporary one, or its assets become subject then Licensee shall promptly return all released materials to the Escrow Agent when the circumstances leading to the release are no longer in effect; and (D) Licensee shall promptly respond, fully and completely, to any proceeding under a bankruptcy and all requests for information from Licensor concerning Licensee's use 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 contemplated use of the Software, ceases doing business without providing for a successor, source code and Reliance has reasonable cause the names and affiliations of the individual(s) having access to believe that any such event shall cause Vendor to be unable to meet its warranty service or support requirements under the Documents; orsource code.

Source Code Escrow. 4.1.1 Vendor represents and warrants that as For the protection of the date hereofparties, neither Vendor nor it is agreed that the source code of the Software and all documentation necessary to operate and maintain the Software (the “Related Materials”), and any updates or modifications thereto, shall be maintained in the hands of Vendorin the hands of P▇▇▇▇ & J▇▇▇▇, located at 1▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, who shall serve as an escrow agent for that purpose. NMHC reserves the right to designate another, mutually agreeable escrow agent whose services, if used, will be at NMHC’s affiliates has established expense. inPharmative shall deposit Software and Related Materials with the escrow agent within 10 days of the receipt of the first payment by NMHC and no less often than once per calendar quarter thereafter and upon completion of any significant updates or modifications. Escrow agent will notify NMHC when initial and subsequent deposits are made into escrow along with a Source Code list of contents that are being held in escrow. The costs of said escrow for any shall be paid by inPharmative during the term of its existing customersthis Agreement. Escrow Agent shall hold the Software source code and Related Materials and shall not deliver the same to either party except as provided herein. 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, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive a copy of the 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 Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be 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 (such affiliate the “Control Affiliate”) inPharmative becomes insolvent, makes is dissolved or liquidated or files for bankruptcy, Escrow Agent shall deliver the Software source code and Related Materials to NMHC upon receipt of all escrow fees plus the sum of one dollar ($1.00). Escrow Agent shall provide notice to the other party who shall have ten (10) days to serve written notice of objection to the break of escrow. In the event objection is received in a general assignment for timely manner, Escrow Agent agrees to continue to hold in escrow the benefit of creditors, files a voluntary petition in bankruptcy or an involuntary petition in bankruptcy Software source code and Related Materials until such time as the matter has been resolved and Escrow Agent is filed against Vendor ordered to deliver the same to one party or the Control Affiliate which other. In the event any objection is not dismissed within thirty (30) days of such involuntary filingtimely filed, or a receiver is appointed for its business, or its assets become subject the parties agree to any proceeding submit the matter to arbitration 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 the rules of the SoftwareAmerican Arbitration Association, ceases doing business without providing for a successor, and Reliance has reasonable cause with each party to believe that any such event shall cause Vendor to be unable to meet its warranty service or support requirements under the Documents; orbear their own costs.

Source Code Escrow. 4.1.1 Vendor represents and warrants that as 4.1 Within ninety (90) days of the date hereofEffective Date, neither Vendor nor GDSC shall deliver to an independent, commercially recognized third party escrow agent, selected and designated by GDSC and reasonably acceptable to MON ("Escrow Agent"), in physical or electronic form: a current and complete copy of 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 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 Vendor’s affiliates has established a Source Code all of the foregoing and any other materials required by the terms of this Section 4 to be deposited in escrow is hereinafter referred to as the "Escrow Materials." 4.2 The Escrow Materials shall be deposited by GDSC in accordance with the provisions of this Section 4 and 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 of its existing customersand 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 that Vendor or any affiliate of the Vendor establishes a Source Code escrow in the future which applies (i) GDSC is unwilling to any of maintain and/or support the Software furnished to Reliance hereunder, Vendor shall add, or cause in accordance with the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary provisions of Section 6 of this Agreement and such Source Code escrow, and Reliance shall be entitled to receive a copy of the 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 Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be 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 (such affiliate the “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 failure is not dismissed 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 of this Agreement; (ii) Maintenance and Technical Support Services are terminated pursuant to Section 6.4 because GDSC has not, through the exercise of commercially reasonable efforts, corrected a failure, malfunction, defect or nonconformity which prevents the Software from performing substantially in accordance with the Documentation and which results in a major or primary function or component of the Software being unusable or unavailable to MON, within seventy-five (75) 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, MON shall immediately have the right 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), (ii), (iii) or (iv) hereof occur prior to GDSC's delivery of the Escrow 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 be eligible for release by the Escrow Agent to MON as if the Escrow Deposit Agreement had been in full force and effect at such time, following the delivery of the Escrow Materials to the Escrow Agent and the parties execution and delivery of the Escrow Deposit Agreement. 4.4 Any release of Escrow Materials to MON shall remain subject to the confidentiality obligations in this Agreement. Upon release of the Escrow Materials to MON, MON shall have a receiver is appointed perpetual right and license to use the Escrow Materials solely 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 own internal maintenance and support requirements for maintenance of the Software. 4.5 GDSC shall have the right, ceases doing business without providing at any time on at least thirty (30) days' written notice to MON and the Escrow Agent, to select and designate a new commercially recognized escrow agent which is reasonably acceptable to MON to replace the Escrow Agent hereunder. Upon such notice, the Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" for a successor, all purposes hereunder) at GDSC's sole cost and Reliance has reasonable cause expense and the Escrow Agent shall confirm such transfer in writing to believe that any such event shall cause Vendor to be unable to meet its warranty service or support requirements under the Documents; orMON and GDSC.

Source Code Escrow. 4.1.1 Vendor represents (a) Seller has escrowed the source code for NetObjects ScriptBuilder with Data Security International, Inc. ("DSI") or such escrow agent that might replace DSI at a subsequent date, including all related documentation and warrants that as programmers' notes (collectively, the "Source Materials"). Seller will maintain such escrow during the term of the date hereof, neither Vendor nor any of Vendor’s affiliates has established a Source Code escrow for any of its existing customersAgreement. 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, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance Seller will list Buyer as a beneficiary of such the source code escrow pursuant to the terms of the standard "Source Code escrowEscrow Agreement," used by DSI as revised to conform to this Section 3.02. (b) Buyer shall further in writing agree and confirm that the Source Materials shall be deemed confidential information of Seller pursuant to the Asset Purchase Agreement, with the actual date of disclosure of the Source Materials being deemed the initial and Reliance final disclosure date of disclosure thereunder. (c) Buyer shall be entitled to receive a copy obtain the Source Materials under this Agreement if Seller (i) fails to make available or perform maintenance and support services, including the services described in Section 3.01, for NetObjects ScriptBuilder pursuant to the terms of this Agreement and Seller has not cured such failure within three (3) business days despite Buyer's demand that Seller make available or perform such services; (ii) files or is the subject of the escrowed Source Code in the event filing of the occurrence of any of the events set out below. In addition to the foregoing, Vendor shall immediately deliver and hereby grants, a petition by 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”) against Seller for the maintenance, enhancement and support of those Products purchased from Vendor and owned or operated by Reliance or any Affiliate relief under the following circumstances, provided that any such released Source Code shall be 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 (such affiliate the “Control Affiliate”) becomes insolventUnited States Bankruptcy Code, makes a general assignment for the benefit of creditors, files appoints or has appointed a voluntary petition general receiver or trustee in bankruptcy for Seller's business 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 filingproperty, 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 Software, ceases doing business without providing for a successor, and Reliance has reasonable cause to believe provided that any such event shall cause Vendor events will not apply if within fifteen (15) days thereafter Seller or its receiver or trustee provides assurances, reasonably satisfactory to Buyer, of Seller's continuing ability and willingness to fulfill all material obligations under this Agreement; or (iii) ceases business operations generally, unless within fifteen (15) days thereafter a capable successor to the Seller, reasonably satisfactory to Buyer, agrees to continue to make available and perform such maintenance and services. (d) Seller hereby grants to Buyer, to be unable effective upon any release of the Source Materials in accordance with the Escrow Agreement, a perpetual, worldwide, royalty-free non-exclusive license, subject to meet its warranty service the limitations set forth in this Section 3.02(d), to use, copy, modify, perform, display and prepare derivative or collective works of the Source Materials for the purpose of providing support requirements under and maintenance of NetObjects ScriptBuilder, and for the Documents; orpurpose of customization and integration of the NetObjects ScriptBuilder with the Buyer's products, including without limitation the preparation of derivative works consisting of bug fixes and updates, which Buyer may distribute and sublicense externally in object code form only. The parties acknowledge and agree that the arrangement referred to above is an agreement supplementary to this Agreement for purposes of Section 365(n) of the United States Bankruptcy Code.

Source Code Escrow. 4.1.1 Vendor represents and warrants that as of a) Upon the date hereof, neither Vendor nor any of Vendor’s affiliates has established a Source Code escrow 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 licensing of the Software furnished to Reliance hereundera Customer, Vendor IMNET agrees to establish an escrow account with Fort Knox ▇▇▇row Services, Inc. (the "Escrow Agent"). IMNET shall add, or cause deposit into the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive a copy Escrow Account the source code for the Software under the terms of the escrowed Source Code in Escrow Agent's standard Escrow Agreement. If Distributor obtains access to the event source code of the occurrence of any Software pursuant to the terms of the events set out below. In addition to Escrow Agreement, Distributor shall use 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”) source code solely for the maintenance, enhancement and support of those Products purchased from Vendor Customers and owned or operated by Reliance or any Affiliate under the following circumstances, provided that any such released Source Code said source code shall be subject to the confidentiality restrictions on use, transfer, sales and reproduction placed on the Software itself by this Agreement. b) Provided that the Distributor is not then in default under the terms of this Agreement or the Escrow Agreement and subject to the provisions set forth below and in the General Terms: Escrow Agreement, the Escrow Agent shall provide to the Distributor one complete copy of the source code upon occurrence of any one or more of the following events: i) IMNET ceases, for any reason, to do business (other than the sale of its business to a if Vendor party which assumes IMNET's obligations hereunder); or ii) Provided that IMNET is obligated to provide maintenance services for the Software to Customer(s) under this Agreement or any affiliate other agreement between Customer(s) and IMNET, the failure by IMNET, following not less that 90 days written notice from Customer clearly indicating the alleged default, to maintain the Software and such failure substantially impairs Customer's ability to operate and use the Software in accordance with IMNET's documentation. c) In the event that the parties do not agree as to the occurrence of Vendor one of the above events, the parties hereby agree no such occurrence shall be deemed to have occurred unless and until the Arbitrator has found, after hearing as to the facts, that owns or controls such Source Code occurrence has taken place. d) If any of the escrowed materials which may be provided to Distributor pursuant to this Section and the Escrow Agreement contains third-party software (such affiliate the “Control Affiliate”e.g., compilers, utilities) 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 used 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 prepare machine-readable copies of the Software, ceases doing business without providing Distributor shall be responsible for a successorobtaining any required licenses from the third-party licensors for the use of such software. e) It is expressly understood that this Section pertains to the right to use the Software and that no rights to ownership of the source code shall pass from IMNET to Distributor, unless expressly agreed upon herein in writing. It is also expressly understood that this source code is the confidential and Reliance has reasonable cause secret asset of IMNET and the source code will be secured by Distributor and not reproduced or copied, or be made available to believe any other party. It is also expressly understood that any such event shall cause Vendor the source code will either be returned to be unable IMNET or destroyed once the default which gave Distributor access to meet its warranty service or support requirements under the Documents; orsource code is removed. UNDER NO CIRCUMSTANCES IS THE SOURCE CODE TO BE SOLD, TRANSFERRED, OR COPIED BY DISTRIBUTOR.

Source Code Escrow. 4.1.1 Vendor represents Licensor shall place in escrow with Fort Knox ▇▇▇row Services, Inc., and warrants that as both Licensor and Licensee shall enter into a standard Ft. Knox ▇▇▇ee Party Agreement (Exhibit C), with Licensor absorbing the costs thereof, the compiled source code for all of the date hereofLicensor's Products used at any time by Licensee, neither Vendor nor any of Vendor’s affiliates has established a as updated from time to time (the "Source Code escrow for any of its existing customersCode"). 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, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive a copy of the escrowed Source Code in the event of Upon the occurrence of any of the events set out below. In addition to following events, 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 Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be subject released to Licensee: (i) The commencement by Licensor as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law, or Licensor seeking the confidentiality provisions set forth appointment of a receiver, trustee, custodian, marshal (of assets) or similar official for Licensor or any substantial part of its property; or (ii) the commencement of any such case or proceeding against Licensor, or another seeking such appointment, or the filing against Licensor of an application for a protective decree that (a) is consented to or not timely contested by Licensor, (b) results in the General Terms: entry of an order for relief, such an appointment, the issuance of such a if Vendor protective decree or any affiliate the entry of Vendor that owns an order having a similar effect, or controls such Source Code (such affiliate c) is not dismissed within ninety (90) days; or (iii) the “Control Affiliate”) becomes insolvent, makes making of a general assignment by Licensor for the benefit of its creditors, files a voluntary petition ; or (iv) an admission in bankruptcy or an involuntary petition in bankruptcy is filed against Vendor writing by Licensor of its inability to pay its debts as they become due or the Control Affiliate which is not dismissed within nonpayment generally by Licensor of its debts as they become due. B. Material non-performance by Licensor of its obligations under this Agreement and such non-performance continues for a period of thirty (30) days after Licensee gives notice to Licensor of such involuntary filingnon-performance. C. This Agreement is terminated by Licensor without cause or for any cause other than those described elsewhere in Section 10. In the event the Source Code is so released to Licensee, Licensee agrees that it will not at any time use the Source Code for the purpose of selling or a receiver licensing the Licensor's Products to entities which are not its then existing customers, except if such release is appointed for the events covered in 12.B above, in which case Licensee may continue to sell and deploy to new customers. No termination of this Agreement shall release Licensee from its businessobligations to pay Licensor any 11 12 royalties or fees, which accrued prior to such termination or its assets become subject which shall accrue 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 Licensor after the effective date of Vendor that is responsible for maintenance of the 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 Documents; ortermination.

Source Code Escrow. 4.1.1 Vendor represents and warrants that as (a) Within 30 days of the date hereofEffective Date, neither Vendor nor any of Vendor’s affiliates has established a Extricity will amend its existing Source Code escrow 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 Escrow arrangement to any of the Software furnished to Reliance hereunder, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance include AspenTech as a beneficiary of beneficiary, and such Source Code escrowEscrow will include all the Extricity Products which are subject to this Agreement. Release provisions for the Source Code Escrow shall be: (i) bankruptcy or insolvency of Extricity; or (ii) termination by Extricity of the licensing, support and maintenance of Extricity Products, and Reliance there is no successor in interest to the obligations of Extricity under this Agreement; or (iii) Change of Control of Extricity and the acquirer is a Direct Competitor of AspenTech and either Extricity or the Direct Competitor of AspenTech materially breaches this Agreement subsequent to the Change of Control and such material breach is not cured within 30 days of written notice from AspenTech, such notice setting forth in detail the material breach. For purposes of this Section 3(a), a "Change of Control" will mean the acquisition by a third party of 51% or more of the combined voting power of an entity's then outstanding voting securities and a "Direct Competitor of AspenTech" will mean an entity which is listed on Exhibit G, as such exhibit may be modified by mutual agreement of the parties from time to time. For the purposes of this provision, 'material breach' shall include without limitation a material failure by Extricity or the acquirer to fulfill its obligations set forth in Sections 2, 3(b), 6, 8, 9.3, 10, 11, 14, 15, 16, 17, 21 and 22.1 of this Agreement. The provisions of subsection 3(a)(iii) will not apply if, prior to a Change of Control of Extricity to a Direct Competitor of AspenTech, there has been a Change of Control of AspenTech. (b) If there is a release of the Source Code pursuant to the terms of Section 3(a)(iii), then the Source Code shall be entitled released to receive a copy AspenTech from the Source Code Escrow, and AspenTech may use the license granted hereby, for the period of 24 months from the date of such release (the "Release Period"), to use the Source Code to support, Upgrade and Update the Extricity Products to the extent necessary to allow AspenTech to continue to license the Extricity Product to its customers and provide related support in accordance with the terms of this Agreement for the Release Period. In such event, AspenTech shall be required to fulfill all of its obligations under this Agreement, including but not limited to, the obligations to protect the Intellectual Property Rights of Extricity, use the Extricity Products only for the purposes specified in this Agreement, and to pay the applicable Royalty Amounts under this Agreement until the end of the escrowed Release Extricity Software 7 Proprietary and Confidential 8 SEC Exhibit 10.44 Period; provided however, that the Royalty Amount will be decreased to an amount equal to [redact]% of the then current Royalty Amount for the first 12 months of the Release Period and then decreased to [redact]% of the then current Royalty Amount for the last 12 months of the Release Period. If there is a release of the Source Code in the event of the occurrence of any of the events set out below. In addition pursuant to the foregoingterms of Sections 3(a)(i) and (ii), Vendor shall immediately deliver and hereby grantsthen the limitations on the release as set forth in Section 3(b) will not apply. (c) Within 30 days after Extricity makes a New Release, or cause the affiliate that establishes a Source Code escrow to immediately deliver and grantUpdate, Reliance a right to access Upgrade, the Source Code and to modify the Software (the “RTM License”) Documentation for the maintenance, enhancement and support of those Products purchased from Vendor and owned or operated by Reliance or any Affiliate under the following circumstances, provided that any such released Source Code same shall be subject to deposited with the confidentiality provisions set forth Escrow Agent by Extricity in compliance with the General Terms: a if Vendor or any affiliate of Vendor that owns or controls such Source Code (such affiliate the “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 terms and conditions of the SoftwareEscrow Agreement. Extricity shall provide AspenTech timely notice of each such New Releases, ceases doing business without providing for a successorUpdates, Upgrades so that AspenTech can exercise its rights 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 confirm the Documents; ortimely deposit as specified herein.

Source Code Escrow. 4.1.1 Vendor represents and warrants that as of 8.1 On or before June 1, 2019, PWW shall enter into an escrow agreement, in a form reasonably acceptable to Customer (the date hereof“Escrow Agreement”), neither Vendor nor any of Vendor’s affiliates has established with a Source Code source code escrow for any of its existing customersservices provider mutually agreed by the parties (the “Escrow Agent”). In PWW shall promptly thereafter deliver to 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, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive Escrow Agent a copy of all source code for the escrowed Source Code Platform and production database required to operate the Solution, together with all documentation necessary for Customer to fully utilize such source code and production database, including, but not limited to detailed information on the required hardware configuration and 3rd party products, services and connectors (collectively, the “Escrow Deposit”). PWW will, to the extent permissible, provide Customer with access to such 3rd party products, services and connectors as required to operate the Solution. PWW shall update the Escrow Deposit from time to time, and in any event, not less than once every six (6) months. Customer shall bear the cost of establishing and maintaining the source code escrow account with the Escrow Agent. Customer shall have the right to verify, or to have the Escrow Agent verify, at Customer’s expense, the Escrow Deposit, at any time, upon reasonable notice, for its accuracy, completeness, and sufficiency; and, if the Escrow Deposit is found to be inaccurate, incomplete, or otherwise insufficient, PWW shall promptly correct the problem and reimburse Customer for the cost of such verification. 8.2 PWW shall instruct the Escrow Agent to release the Escrow Deposit in its entirety to Customer in the event that, during the term of this Agreement: (a) PWW is adjudicated insolvent, or consents or acquiesces to the occurrence appointment of a receiver or liquidator; (b) PWW’s board of directors or a majority of its shareholders take any action towards the dissolution or liquidation of PWW; (c) PWW voluntarily or involuntarily becomes a debtor subject to proceedings under the United States Bankruptcy Code or the bankruptcy code of any of the events set out below. In addition to the foregoingother jurisdiction, 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 Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be 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 (such affiliate the “Control Affiliate”) becomes insolvent, PWW makes a general an 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 PWW and such proceedings are not dismissed within 180 days; (d) PWW ceases to conduct business in the ordinary course for a period of 10 business days and has no plan to resume normal conduct of its businessbusiness within the next 30 business days; or (e) PWW undergoes a change in control which results in termination of this Agreement by PWW for convenience prior to the parties entering into the Platform Agreement. If PWW as debtor in possession or a trustee in bankruptcy for PWW in a case under the United States Bankruptcy Code rejects this Agreement, or Customer may elect to retain its assets become rights under this Agreement as provided for in 11 U.S.C.§ 365(n). 8.3 In the event the Escrow Agent terminates the Escrow Agreement during the term of this Agreement, upon Customer’s request, PWW will promptly enter into another escrow agreement with an alternative escrow agent of similar nature and stature. 8.4 In the event that Customer obtains the Escrow Deposit pursuant to this Section 8, PWW hereby grants Customer a fully-paid up, non-exclusive, worldwide, irrevocable license to use, copy and modify the Escrow Deposit only for the purpose of supporting the Solution, the purposes set forth in Part 1 of Exhibit A to the Development PSA, and such other purposes as may be identified in the Platform Agreement. Customer’s use of the Escrow Deposit is subject to the restrictions and obligations contained in this Agreement, and any proceeding under a bankruptcy or insolvency lawsubsequent Platform Agreement entered into by the parties, domestic or foreign, or has liquidated its business, or Vendor, or a business unit or affiliate and will be deemed Confidential Information of Vendor that is responsible for maintenance PWW. Customer may not disclose the content of the SoftwareEscrow Deposit to any third party, ceases doing business without providing other than employees or consultants of Customer with a need to access such Escrow Deposit in order to support the Solution, unless approved by PWW in writing. Any third party provided access to the Escrow Deposit must be subject to a written confidentiality obligation. In addition, Customer may not sub-license the content of the Escrow Deposit, except to end-users of the Solution solely as necessary for a successor, such end-users to use the Solution. 8.5 The terms of this Section 8 will be superseded and Reliance has reasonable cause to believe that replaced by any such event shall cause Vendor to be unable to meet its warranty service or support requirements under escrow provisions contained in the Documents; orPlatform Agreement.

Source Code Escrow. 4.1.1 Vendor represents and warrants that as Netzee agrees to deposit in escrow, within 15 days after the commencement date of this Agreement with an escrow agent approved by Bankers Bank (which approval shall not be unreasonably withheld), pursuant to an escrow agreement reasonably acceptable to Bankers Bank, the source code of the date hereof, neither Vendor nor any Escrowed Software (which will be updated as provided in the escrow agreement). The escrow agreement will list third-party software that is integrated or combined with the Escrowed Software in such a manner that such third-party software is necessary for the operation or use of Vendor’s affiliates has established a Source Code escrow for any the Escrowed Software. Release of its existing customers. the Escrowed Software shall be permitted only upon the occurrence of one of the following events: (a) In the event that Vendor Netzee files for relief under the federal Bankruptcy Code, or any affiliate of the Vendor establishes a Source action is filed against Netzee under such Code escrow in the future which applies to any of the Software furnished to Reliance hereunder, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of and such Source Code escrow, and Reliance shall be entitled to receive a copy of the escrowed Source Code in action is not cured within 30 days; (b) 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 Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be 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 (such affiliate the “Control Affiliate”) becomes insolvent, makes Netzee enters into a general assignment for the benefit of creditors; (c) In the event Netzee otherwise substantially ceases doing business, files a voluntary petition in bankruptcy or an involuntary petition in bankruptcy is filed against Vendor or the Control Affiliate which and its business is not dismissed continued by virtue of a merger or consolidation with, or a sale of all or substantially all of its assets to, or otherwise by, another corporation or entity; (d) In the event (1) Netzee fail to provide support, maintenance, updates or other Services as required under this Agreement or any other agreement between Netzee and Bankers Bank (receipt of such Escrowed Software not to constitute waiver of any other remedies by Bankers Bank for Netzee's breach pursuant to any such agreements) or is unwilling or unable to provide on reasonable terms development or customization needed by the Bankers Bank, as determined by the Bankers Bank, and (2) Bankers Bank notifies Netzee of such matter and Netzee does not provide Bankers Bank a solution within thirty (30) days of such involuntary filing, or a receiver is appointed plan for correction within (15) days which the Bankers Bank, in its businesssole discretion, determines to be acceptable; or (e) In the event there occurs a substantial change of ownership of Netzee as referenced in Section 9(d) hereof and Bankers Bank requests but does not receive assurances in a manner reasonably acceptable to Bankers Bank that Netzee or its assets become subject successor(s) is willing and able 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 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 continue to meet its warranty service obligations under this Agreement and any Addendum. Should the Bankers Bank obtain the Escrowed Software pursuant to this section, the Bankers Bank shall thereafter have the right (in the form of a nonexclusive, royalty free license) to use and modify it (in object code and source code form, as applicable) to maintain or restore the Services and otherwise independently use the Escrowed Software for the benefit of the Bankers Bank and Participating Users, with full rights to alter, revise, modify and update the Escrowed Software for such purpose (which such alterations, revisions, modifications and updates by the Bankers Bank being owned exclusively by the Bankers Bank), provided it otherwise adheres to its obligations under this Agreement. At the time the Escrowed Software is obtained, Bankers Bank may demand, and shall be entitled to receive, to the extent not included with the Escrowed Software and not otherwise in Bankers Bank's possession, copies of any existing technical manuals associated with such Escrowed Software; existing maintenance tools (such as, test programs and program specifications); existing menu and support requirements under programs and subroutine libraries in source and object code form; existing compilation procedures in human and machine readable form; existing execution procedures in human and machine readable form; existing end user documentation; and existing system flow charts, programmers' notes, program flow charts, file layouts, report layouts, and screen layouts. This Section supersedes the Documents; orlicense made available to Bankers Bank pursuant to Section 1 of the Agreement between Netzee and the Bankers Bank dated September 3, 1999.

Source Code Escrow. 4.1.1 Vendor represents and warrants that as Within five (5) business days of the date hereofClosing Date, neither Vendor nor Purchaser shall deposit onto a secure server a copy of the source code for all versions of the INS Software transferred to Purchaser under this Agreement, in the form that such source code exists on the Closing Date (“Deposit Materials”). Purchaser shall prohibit any Purchaser employee from modifying any of Vendor’s affiliates has established the Deposit Materials; however, if Purchaser deems it to be necessary to protect the integrity of the Deposit Materials, Purchaser may move the Deposit Materials to another secure server. Subject to the terms of this Agreement, Seller shall have the right to receive relevant portions of the Deposit Materials upon the receipt by Seller of an Indemnification Certificate relating to an indemnification obligation of Seller arising from a Source Code escrow for any breach or claimed breach of its existing customersSection 4.6 herein. In the event that Vendor or of any affiliate release of Deposit Materials to Seller, Seller may examine, use, and reproduce the Deposit Materials solely internally, and solely to the extent required for its evaluation, defense and resolution of the Vendor establishes a Source Code escrow indemnification claim by Purchaser. The obligations of Purchaser set forth in this Section 9.11 shall terminate immediately upon the future which applies to any expiration of the Software furnished Indemnification Period applicable to Reliance hereunder, Vendor shall add, or cause the affiliate that establishes a Source Code escrow claims with respect to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive a copy of the 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 Reliance or any Affiliate under the following circumstancesSection 4.6 herein, provided that if any claim(s) are still unresolved at such released Source Code time, the obligations of this Section shall be subject to continue until the last such claim is resolved and shall terminate immediately upon the resolution of the last of such claims. Seller further acknowledges and agrees that the Deposit Materials are highly sensitive confidential and trade secret information of Purchaser, and Seller shall secure and protect confidentiality provisions set forth of the entirety of the Deposit Materials (and any and all other materials or information disclosed by or on behalf of Purchaser in connection with the General Terms: a if Vendor or any affiliate of Vendor that owns or controls such Source Code (such affiliate the “Control Affiliate”Deposit Materials) becomes insolvent, makes a general assignment in strict confidence for the benefit of creditorsPurchaser, files in a voluntary petition manner consistent with maintaining Purchaser’s rights therein and thereto. Seller shall restrict access to and use of the Deposit Materials solely to its employees and legal advisors having a need to know, and solely to the extent necessary to fulfilling its indemnification obligations. Seller shall not disclose to any third party, orally or in bankruptcy or an involuntary petition in bankruptcy is filed against Vendor or writing, any information regarding the Control Affiliate which is not dismissed within thirty (30) days of such involuntary filingcode, architecture, sequencing, 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 organization of the SoftwareDeposit Materials, ceases doing business without providing for a successor, and Reliance has reasonable cause first securing from the party to believe that any such event shall cause Vendor whom the disclosure is to be unable made, a written agreement (in a form reasonably acceptable to Purchaser) protecting the confidentiality of the Deposit Materials. Seller shall cease use of the Deposit Materials once the Deposit Materials are no longer necessary to meet its warranty service Seller’s indemnification obligations. The Seller’s obligations under this Section shall survive termination or support requirements under the Documents; orexpiration of this Agreement.

Source Code Escrow. 4.1.1 Vendor represents and warrants that as Upon execution of the date hereofescrow agreement referenced below, neither Vendor nor any of Vendor’s affiliates has established a Source Code Purchaser agrees to deposit and maintain thereafter in escrow 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, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive a copy of the 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”) most up-to-date source code for the maintenanceProducts (in both human- and machine-readable form), enhancement and support of those Products purchased from Vendor all releases, updates, revisions, improvements, enhancements, and owned or operated by Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be 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 (such affiliate the “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 other changes thereto within thirty (30) days after they become generally commercially available (hereafter collectively referred to as the "Program Documentation"). For the avoidance of doubt, "Program Documentation" shall not include any third party software or materials. The deposit in escrow shall be administered by a law firm (which may be outside counsel to Seller) or an institutional escrow agent in accordance with an escrow agreement to be mutually agreeable to the parties. Subject to the release conditions specified below, Seller shall only have access to the Program Documentation as is reasonably necessary to enable Seller to use the Program Documentation in accordance with and for the purposes specified in and pursuant to the License (as such involuntary filingterm is defined in Section 14(b)). The cost of entering into and maintaining this escrow arrangement shall be borne by Seller. The escrow agreement will provide, subject to its terms and conditions, that the escrowed materials will be released (a) to the Seller upon the occurrence of a Company Default (under and as defined in the Put Agreement) that is not cured within the applicable thirty (30) day cure period or a For-Cause Termination under Section 14(b) of this Agreement, and (b) to the Purchaser upon termination or expiration of this Agreement (other than a For-Cause Termination). (d) The first sentence of Section 14(b) of the Development Agreement is deleted in its entirety and replaced with the following text: Subject to the terms and conditions hereof, including without limitation, the last sentence of Section 3 of the Put Agreement, Purchaser hereby grants to Seller a non-exclusive, worldwide, transferable license (with the right to sublicense) (the "License") to use, make, have made, offer to sell, sell, and import the Products (as defined in the Reseller Agreement and the Development Agreement, any conflict between definitions in the two agreements being resolved in favor of the broadest possible interpretation; provided that notwithstanding anything to the contrary herein, in every respect and in all instances, third party content and products is/are excluded from "Products" and the License hereunder), as well as to exercise all rights under Purchaser's copyright(s) in, the Products and the Program Documentation (as defined in Section 28 hereof), for itself, its customers and its sublicensees for any and all purposes contemplated in this Agreement and in the Reseller Agreement; provided that, although this license is granted as of the date of this Agreement, as amended, Seller agrees that it shall not use or otherwise exercise the License unless and until the earlier to occur of: (i) the termination of this Agreement by Seller pursuant to subsections 13(b), (c), (d), (e), or (f) (a receiver is appointed for its business"For-Cause Termination"), or its assets become subject (ii) the occurrence of a Company Default (as defined in the Put Agreement) which is not cured within the applicable thirty (30) day cure period, and only for so long as such Company Default remains uncured. No further actions shall be required by Seller or Purchaser 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 make this license effective. (e) The fourth sentence of Vendor that is responsible for maintenance Section 14(b) of the Software, ceases doing business without providing for a successor, and Reliance has reasonable cause Development Agreement is amended by adding the following language to believe that any such event shall cause Vendor the beginning of the sentence: "Subject to be unable to meet its warranty service or support requirements under the Documents; orlast sentence of Section 3 of the Put Agreement,".

Source Code Escrow. 4.1.1 Vendor represents and warrants that as of the date hereof, neither Vendor nor any of Vendor’s affiliates has established a Source Code escrow 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, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive a copy of the 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 Reliance or any Affiliate under the following circumstances, provided that any such released A. Licensed Product Source Code shall be subject deposited with a mutually acceptable source code escrow agent. The costs of basic Source Code Escrow services (excluding optional services available to Licensor as the confidentiality provisions set forth depositing party) will be funded by Avaya. Avaya may terminate this Agreement without cost or liability in the General Terms: event that the parties have not entered into a if Vendor source code escrow agreement by September 1, 2003, or any affiliate of Vendor that owns or controls such subsequent date to which the parties shall agree in writing. B. Licensor shall deposit revised and/or new Source Code (such affiliate the “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 Licensor's issuance of any Upgrade, Update or New Version of any then-current release of each Licensor Product. The escrow agent will be directed to release the Source Code to Avaya in the event that a) Avaya notifies Licensor that the support provided by Licensor pursuant to the section entitled "CUSTOMER SUPPORT" has fallen below the indicated acceptable Tier IV support minimums set forth in Schedule B over a five day period and Licensor fails to bring its support up to the acceptable minimums over the five day period commencing the day after receipt of such involuntary filingnotice, b) VMI fails to correct a material defect in a Licensed Product and restore its operation to within specification within one hundred sixty-eight (168) hours of Licensor's receipt of notice of the defect or c) Licensor becomes insolvent or is the subject of a receiver petition instituting bankruptcy, receivership, insolvency, reorganization or other similar proceedings ("Licensor Insolvency"). Licensor shall obtain and provide Avaya such consents to the subordination of third party rights as Avaya shall deem necessary to ensure that none of the rights granted Avaya in this section of this Agreement can be adversely affected by or impaired through the exercise by third parties of their rights in and relating to Licensor Products. C. Upon the release of the Source Code due to the failure of Licensor to discharge its customer support obligations properly and fully, Avaya shall have a non-exclusive, royalty-free worldwide right and license to use the Source Code in any lawful manner to maintain and support Licensed Products. Avaya shall return the Source Code to the escrow agent, and the foregoing license shall be suspended, if Licensor restores its support performance within the minimum acceptable levels set forth in Schedule B within thirty (30) days of the release of such materials to Avaya ("Cure Period"). Should Licensor fail to restore its support performance to within the minimum acceptable levels set forth in Schedule B within the Cure Period, the license described in the first sentence of this paragraph shall remain in effect until Avaya is appointed for its business, or its assets become subject no longer contractually obligated to provide customer support to any proceeding under a bankruptcy Authorized Provider, Service Provider 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 End User. D. Upon the release of the SoftwareSource Code due to the failure of Licensor to correct a material defect in a Licensed Product within the specified period in which it is to be corrected or Licensor Insolvency, ceases doing business without providing for Avaya shall have a successorperpetual, non-exclusive, royalty-free worldwide right and license to use the Source Code in any lawful manner to: (i) maintain and support Licensed Products, (ii) to modify and enhance the Licensed Products as Avaya desires, and Reliance has reasonable cause (iii) to believe license the modified or enhanced Licensed Product pursuant to the terms of Section 7 of this Agreement, provided, with respect to iii that Licensor pays royalties under Section 12 of this Agreement to any such event shall cause Vendor to be unable to meet its warranty service or support requirements under the Documents; orsuccessor in interest of Licensor.

Source Code Escrow. 4.1.1 Vendor represents and warrants that as Netzee agrees to deposit in escrow, within 15 days after the commencement date of this Agreement with an escrow agent approved by Bankers Bank (which approval shall not be unreasonably withheld), pursuant to an escrow agreement reasonably acceptable to Bankers Bank, the source code of the date hereof, neither Vendor nor any Escrowed Software (which will be updated as provided in the escrow agreement). The escrow agreement will list third-party software that is integrated or combined with the Escrowed Software in such a manner that such third-party software is necessary for the operation or use of Vendor’s affiliates has established a Source Code escrow for any the Escrowed Software. Release of its existing customers. the Escrowed Software shall be permitted only upon the occurrence of one of the following events: (a) In the event that Vendor Netzee files for relief under the federal Bankruptcy Code, or any affiliate of the Vendor establishes a Source action is filed against Netzee under such Code escrow in the future which applies to any of the Software furnished to Reliance hereunder, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of and such Source Code escrow, and Reliance shall be entitled to receive a copy of the escrowed Source Code in action is not cured within 30 days; (b) 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 Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be 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 (such affiliate the “Control Affiliate”) becomes insolvent, makes Netzee enters into a general assignment for the benefit of creditors; (c) In the event Netzee otherwise substantially ceases doing business, files a voluntary petition in bankruptcy or an involuntary petition in bankruptcy is filed against Vendor or the Control Affiliate which and its business is not dismissed continued by virtue of a merger or consolidation with, or a sale of all or substantially all of its assets to, or otherwise by, another corporation or entity; (d) In the event (1) Netzee fail to provide support, maintenance, updates or other Services as required under this Agreement or any other agreement between Netzee and Bankers Bank (receipt of such Escrowed Software not to constitute waiver of any other remedies by Bankers Bank for Netzee's breach pursuant to any such agreements) or is unwilling or unable to provide on reasonable terms development or customization needed by the Bankers Bank, as determined by the Bankers Bank, and (2) Bankers Bank notifies Netzee of such matter and Netzee does not provide Bankers Bank a solution within thirty (30) days of such involuntary filing, or a receiver is appointed plan for correction within (15) days which the Bankers Bank, in its businesssole discretion, determines to be acceptable; or (e) In the event there occurs a substantial change of ownership of Netzee as referenced in Section 9(d) hereof and Bankers Bank requests but does not receive assurances in a manner reasonably acceptable to Bankers Bank that Netzee or its assets become subject successor(s) is willing and able 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 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 continue to meet its warranty service obligations under this Agreement and any Addendum. Should the Bankers Bank obtain the Escrowed Software pursuant to this section, the Bankers Bank shall thereafter have the right (in the form of a nonexclusive, royalty free license) to use and modify it (in object code and source code form, as applicable) to maintain or support requirements restore the Services and otherwise independently use the Escrowed Software for the benefit of the Bankers Bank and Participating Users, with full rights to alter, revise, modify and update the Escrowed Software for such purpose (which such alterations, revisions, modifications and updates by the Bankers Bank being owned exclusively by the Bankers Bank), provided it otherwise adheres to its obligations under this Agreement. At the Documents; ortime the Escrowed Software is obtained, Bankers Bank may demand, and shall be entitled to receive, to the extent not included with the Escrowed Software and not otherwise in Bankers Bank's possession, copies of any existing technical manuals associated with such Escrowed

Source Code Escrow. 4.1.1 Vendor represents and warrants that as of [Only include this section in cases where the date hereof, neither Vendor nor any of Vendor’s affiliates has established a University requires Source Code escrow for any of its existing customersEscrow. In the event that Vendor or any affiliate of the Vendor establishes a Usually Source Code escrow in the future which applies to any Escrow involves a third party (holder of the Software furnished to Reliance hereunder, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive a copy of the 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 escrow) and hereby grants, or cause the affiliate that establishes therefore 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 Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall three party stand alone agreement should be subject to the confidentiality provisions set forth attached and/or referenced in the General Terms: a if Vendor or any affiliate of Vendor that owns or controls such Source Code (such affiliate the “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 this SLSA.] 24.1 Within thirty (30) days of the Effective Date, Supplier shall, at its own expense, (a) establish a Source Code escrow (“Escrow”) with an escrow agent (the “Escrow Agent”) reasonably acceptable to University pursuant to a written agreement (the “Escrow Agreement”) which complies with the terms of this Agreement, and which Escrow Agreement either (i) shall be jointly signed by Supplier and University or (ii) shall be an already existing Escrow Agreement, with respect to which University shall become a signatory; and (b) deposit into said Escrow, the Source Code for the Software, including code for any Enhancements hereafter developed, and all technical and design Documentation relating to such involuntary filingSource Code which would allow a reasonably competent software programmer to understand, or use, support and modify such Source Code (collectively, the “Deposit”). Supplier shall update the Deposit whenever an Enhancement is made available to University, but not less frequently than quarterly, such that at least on a receiver is appointed for its business, or its assets become subject quarterly basis the Deposit shall be complete and accurate as it relates 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 the then-current Version of the Software, ceases doing business without providing for a successor. The Escrow Agreement shall have such other provisions as may be mutually agreeable. Supplier shall pay all costs of the Escrow, and Reliance the Escrow Agreement shall provide that before the Escrow Agent can terminate the Escrow for failure to pay, the Escrow Agent must give at least thirty (30) days prior written notice to University. 24.2 The Escrow Agreement shall provide that upon University’s written notice to the Escrow Agent that a Release Condition has reasonable cause occurred (“Notice of Release Condition”), the Escrow Agent shall deliver a copy of the Deposit to believe University, and a written notice to Supplier that any such event shall cause Vendor to be unable to meet its warranty service or support requirements a “release” has been made under the Documents; orEscrow Agreement (a "Release Notice"). A “Release Condition” shall mean the existence of one or more of the following events:

Source Code Escrow. 4.1.1 Vendor represents and warrants that as No later than the time of the date hereof, neither Vendor nor any Primal’s delivery of Vendor’s affiliates has established a Source Code escrow for any of its existing customers. In the event that Vendor Program to Licensee 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, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive a copy of the 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 Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be 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 (such affiliate the “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 after the Effective Date, whichever is sooner: (i) Primal shall have entered 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 involuntary filingDeposit 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 have made the Deposit, and (iii) Primal shall have facilitated and cooperated 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 [***] Confidential portion omitted and filed separately with 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 Agreement. Licensee shall pay the Escrow Agent all fees charged by the Escrow Agent for the rights afforded to Licensee pursuant to this Section 15. In addition, Licensee agrees to pay a one-time set up fee to Primal in the amount of $[***] for initiating the services under the Source Code Escrow Agreement, and an annual fee of $[***] 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 Escrow Services Fee shall be due on each subsequent anniversary of the Hosted Software Acceptance Date. Licensee shall directly pay all fees to the Escrow Agent or a receiver is appointed shall reimburse Primal all costs and fees of the Escrow Agent. Except for its businessany fees or costs required by the Escrow Agent pursuant to the Escrow Agreement, 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 Licensee shall be responsible for maintenance no other fees or payments arising from this Section 15.1. For the avoidance of doubt, the Software, ceases doing business without providing for a successor, and Reliance has reasonable cause Source Code Escrow Agreement is supplementary to believe that any such event shall cause Vendor to be unable to meet its warranty service or support requirements under the Documents; orthis Agreement.

Source Code Escrow. 4.1.1 Vendor represents and warrants that as of the date hereof, neither Vendor nor any of Vendor’s affiliates has established a. The Parties shall enter into a Source Code escrow for any of its existing customersEscrow Agreement (the "Source Code Escrow Agreement") with DSI Technology Escrow Services, Inc. (the "Escrow Agent"), in substantially the form attached hereto as Exhibit 8. In All such costs to be paid to the event that Vendor or any affiliate Escrow Agent under the Source Code Escrow Agreement shall be borne by Axeda, except as provided below. b. Axeda shall deposit with Escrow Agent, within five (5) business days after completion of the Vendor establishes a Licensed Products under Section 2.a.iii. or execution of the Source Code escrow in the future which applies to any of the Software furnished to Reliance hereunderEscrow Agreement, Vendor shall addwhichever is later, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive a one (1) complete copy of the escrowed Source Code Materials. Axeda further agrees to deposit one (1) complete copy of all Maintenance Releases within sixty (60) days of each major release and any modification and/or development of Licensed Software under Section 2 within fifteen (15) days after Axeda provides such materials to EFI in the event accordance with [*] CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. this Agreement. EFI, after written notice to Axeda, as pursuant to Section 1.6 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 Escrow Agreement, may request that Escrow Agent inspect the Software (the “RTM License”) Source Materials deposited by Axeda with Escrow Agent for the maintenancesole purpose of determining the existence, enhancement accuracy, completeness, sufficiency and support quality of those Products purchased from Vendor and owned or operated by Reliance or any Affiliate the Source Materials; provided, however, that EFI shall bear the cost of such inspection. EFI shall have no right to be present at such inspection. c. The Source Materials shall be maintained under the following circumstancesSource Code Escrow Agreement for release to and use by EFI as described in the Source Code Escrow Agreement, provided that any such released Source Code shall be subject the failure to agree to post-termination Customer Support in accordance with the confidentiality provisions procedures set forth in Section 22.c.iv. shall not result in the General Terms: release of the Source Materials to EFI. EFI is hereby granted a if Vendor or any affiliate limited, non-transferable license to use the Source Materials as permitted by the licenses granted in Section 3 of Vendor that owns or controls such this Agreement and to use the Source Code (such affiliate Materials only to the “Control Affiliate”) becomes insolvent, makes a general assignment extent necessary to fulfill Axeda's obligation to provide support and maintenance services for the benefit Licensed Software, and only for so long as the release condition remains uncorrected. EFI agrees to forebear the use 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 this license until release 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 EFI of the SoftwareSource Materials under this Section 8.c. d. [*] e. For purposes of Sections 8.c.and 8.d., ceases doing business without providing for a successor, use of the Source Materials by EFI to provide support and Reliance has reasonable cause maintenance services means use only as necessary to believe that any such event shall cause Vendor develop or provide corrections to be unable to meet its warranty service or support requirements under Errors (as defined in the Documents; orSection 14.d.)

Source Code Escrow. 4.1.1 Vendor represents and warrants that as Upon XcelleNet's acceptance of the date hereofenhancements for the Software pursuant to the Software Enhancements Addendum, neither Vendor nor will place a complete copy in machine-readable form of the unencrypted, commented source code for the Software, including any of Vendor’s affiliates has established a documentation and other materials describing the procedure for compiling and linking such source code into executable code (collectively, the "Source Code Code"), into escrow for any the benefit of its existing customers. In XcelleNet subject to the event that terms of an escrow agreement (the "Escrow Agreement") to be entered into between Vendor or any affiliate and Data Securities International, Inc. (the "Escrow Agent") which document shall govern the release of the Source Code. Vendor establishes a Source Code escrow in the future which applies agrees to any of the Software furnished to Reliance hereunderupdate, Vendor shall addenhance, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive a copy of otherwise modify the escrowed Source Code in the event promptly upon its release of any updates, fixes, enhancements or new versions of the occurrence of Software, but not more frequently than quarterly. If XcelleNet or any of its Sublicensees operates or uses different versions of the events Software, such escrowed Source Code shall include all such different versions, including only the then-current version and all version(s) which were released during the twelve months prior to release of such version. A true and correct copy of the Escrow Agreement is set out belowforth in Exhibit H attached hereto. In addition XcelleNet's access 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 Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be subject 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 confidentiality provisions ordinary course, or ceases altogether to offer maintenance for the version(s) which are required to be placed into escrow; or (ii) with respect to a Critical Problem, materially breaches it obligations to provide maintenance support and correct defects as such obligations are set forth in this Agreement and the General Terms: a if Vendor or any affiliate of Vendor that owns or controls Software Support Addendum and fails to cure such Source Code breach within ninety (such affiliate the “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 (3090) days of such involuntary filingwritten notice by XcelleNet. The Escrow Agreement shall 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, or a receiver is appointed for its business, or its assets become 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 proceeding under a bankruptcy persons who are not employed 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 contracted by XcelleNet to conduct support and maintenance of the SoftwareSoftware for Sublicensees (and then only pursuant to a written confidentiality agreement as set forth in Section 3.2 herein). Except for the foregoing, ceases doing business without providing in no event may XcelleNet transfer the Source Code to an affiliate, Distributor, contractor, Sublicensee or any third party for a successorany reason whatsoever. Title to any media on which the Source Code is stored shall be transferred to the Escrow Agent at the time of deposit. All escrow fees shall be shared equally by the parties. The Escrow Agreement shall remain in effect during the term of this Agreement, and Reliance has reasonable cause to believe that including any such event shall cause Vendor to be unable to meet its warranty service or support requirements under the Documents; orrenewals.

Source Code Escrow. 4.1.1 Vendor represents In order to assure that Digital and warrants that as of various other HealthAxis licensees will have access to the date hereof, neither Vendor nor any of Vendor’s affiliates has established a Source Code escrow source code 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 Non-Retail Presentation Layer Software furnished to Reliance hereunder, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive a copy of the escrowed Source Code Other Common Modules in the event of HealthAxis' ceasing its business (whether voluntarily or involuntarily) without provision for a successor to continue such business, HealthAxis has deposited, and will deposit from time to time, the occurrence source code in accordance with an Escrow Agreement (herein so called) previously entered into between HealthAxis and Fort ▇▇▇▇ Escrow Services, Inc. (the "Escrow Agent"), a copy of any which Escrow Agreement has been provided to Digital. The following provisions shall govern with respect to the source code escrow: (i) 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 events set out below. In addition source code of the escrowed software to beneficiaries pursuant to the foregoing, Vendor Escrow Agreement shall immediately deliver include (A) in the event HealthAxis ceases conducting business in the normal course (and hereby grantsdoes not provide for a successor to continue such business), 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”B) HealthAxis institutes any proceedings for the maintenancewinding up, enhancement termination and support liquidation of those Products purchased from Vendor and owned or operated by Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be 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 (such affiliate the “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 (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 the Escrow Agreement, Digital's use of the source code shall be limited to the uses of the license granted under Article III hereof; Digital/HealthAxis - Page 4 Software License and Consulting Agreement (v) HealthAxis may elect at any proceeding under a bankruptcy or insolvency lawtime, domestic or foreignafter written notice to Digital, or has liquidated its businessto replace the Escrow Agent with another reputable, or Vendor, or a business unit or affiliate of Vendor that is independent escrow firm reasonably selected by HealthAxis; (vi) HealthAxis shall be responsible for maintenance of the 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 all expenses under the DocumentsEscrow Agreement; (vii) The Escrow Agreement shall not be modified or terminated in any way that affects Digital's rights hereunder without Digital's prior written consent; or

Source Code Escrow. 4.1.1 Vendor represents At Customer’s request and warrants that as of expense, Customer may become a beneficiary under the date hereof, neither Vendor nor any of Vendor’s affiliates has established a Software Source Code Escrow Agreement (the “Escrow Agreement”) between Denodo and a third party as escrow for any of its existing customersagent (the “Escrow Agent”). In To the event that Vendor or any affiliate of the Vendor establishes a Source Code escrow extent not already in the future which applies to any of the Software furnished to Reliance hereundersuch agent’s possession, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive a copy of the escrowed Source Code in the event of the occurrence of any of the events set out below. In addition Denodo will deliver to the foregoing, Vendor shall immediately deliver and hereby grants, or cause Escrow Agent the affiliate that establishes a Source Code escrow to immediately deliver and grant, Reliance a right to access the Source Code and to modify source code for the Software (the “RTM LicenseSource Materials”) for and, in accordance with the maintenance, enhancement terms and support of those Products purchased from Vendor and owned or operated by Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be subject to the confidentiality provisions procedures set forth in the General Terms: a Escrow Agreement, the same will be released from escrow to Customer if Vendor (i) Denodo is unwilling or any affiliate unable to maintain the Software in breach of Vendor that owns or controls such Source Code Denodo’s support obligations to Customer pursuant to this Agreement (such affiliate the “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 breach is not dismissed within thirty cured after sixty (3060) days of written notice of such involuntary filing, breach given by the Customer to Denodo) or a receiver (ii) Denodo is appointed for its business, liquidated or its assets become subject dissolved. Customer will pay all fees assessed by the Escrow Agent related 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 the establishment and maintenance of Customer as a beneficiary to the Escrow Agreement and all fees otherwise payable by it as a beneficiary under the Escrow Agreement. For the avoidance of doubt, it shall be Customer’s responsibility to register as a beneficiary under the Escrow Agreement following execution of this Agreement Upon delivery of the Source Materials to Customer in compliance with the provisions of the Escrow Agreement, Customer will have the non-exclusive, non-transferable, non-sublicensable right, free of charge, to copy, modify and use the Source Materials during the period of time that this Agreement remains in effect (or would otherwise have remained in effect, absent conditions giving rise to the release of the Source Materials from escrow). Notwithstanding the foregoing, Customer may modify the Software solely in order to maintain the Source Materials in accordance with the then-current Documentation, but not to enhance or add functionality to the Software. All such Source Materials and modifications and copies thereof shall be deemed the Confidential Information of Denodo pursuant to the terms of this Agreement, ceases doing business without providing for a successorshall be owned solely by Denodo and, notwithstanding anything to the contrary in this Agreement, shall be subject indefinitely to the confidentiality obligations set forth in Section VIII. Denodo reserves all right, title and Reliance has reasonable cause interest, including all intellectual property rights, in and to believe that any such event shall cause Vendor to be unable to meet its warranty service or support requirements under the Documents; orSource Materials not expressly granted herein.