Common use of Source Code Escrow Clause in Contracts

Source Code Escrow. (a) At DIR’s request, Successful Respondent shall deposit in escrow with an escrow agent selected by DIR the source code and related documentation for Successful Respondent Owned Materials consisting of Software in any of the following circumstances: (i) in the case of any such Software that is no longer routinely supported by Successful Respondent; or (ii) in the case of any such Software for which source code is made available to other Successful Respondent customers (including through such escrow arrangements). (b) In the event of the occurrence of any event giving rise to termination of this Agreement by DIR pursuant to Section 13.4 Termination for Insolvency, Successful Respondent shall provide reasonable assurance to DIR that such occurrence has not and shall not jeopardize Successful Respondent Owned Materials continuing to be routinely supported by Successful Respondent comparable to that provided prior to such occurrence. If Successful Respondent shall be unable to comply with the foregoing to DIR's reasonable satisfaction, Successful Respondent shall, upon direction from DIR, comply with the obligations of this Section as if such Successful Respondent Owned Materials were then no longer routinely supported by Successful Respondent. (c) At DIR’s request, Successful Respondent shall deposit in escrow, with an escrow agent selected by DIR, the source code and related documentation, to the extent available to Successful Respondent, for any Third Party Materials consisting of Software used by Successful Respondent to perform the Services; provided, however, that this obligation will not be applicable to Commercial Off-the-Shelf (COTS) Third Party Materials. Any such escrow shall be governed by and subject to the terms and conditions appearing in the Escrow Agreement attached hereto as Attachment 3 Form of Source Code Escrow Agreement, as such terms and conditions may be modified by DIR and the escrow agent. Unless approved by DIR, Successful Respondent shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right to the source code for such software, other than COTS Third Party Materials as permitted above, whether by escrow or otherwise. While Successful Respondent shall not be required to escrow third party COTS software, Successful Respondent shall ensure that Successful Respondent provides all licenses and other rights required under this Agreement.

Source Code Escrow. (a) At DIR’s 's request, Successful Respondent Service Provider shall deposit in escrow with an escrow agent selected by DIR the source code and related documentation for Successful Respondent Service Provider Owned Materials consisting of Software that are provided to DIR in any of the following circumstances: (i) in the case of any such Software that is no longer routinely supported by Successful RespondentService Provider; or (ii) in the case of any such Software for which source code is made available to other Successful Respondent Service Provider customers (including through such escrow arrangements). (b) . In the event of the occurrence of any event giving rise to termination of this Agreement by DIR pursuant to Section 13.4 Termination for Insolvency20.4, Successful Respondent Service Provider shall provide reasonable assurance to DIR that such occurrence has not and shall not jeopardize Successful Respondent Service Provider Owned Materials continuing to be routinely supported by Successful Respondent Service Provider comparable to that provided prior to such occurrence. If Successful Respondent Service Provider shall be unable to comply with the foregoing to DIR's reasonable satisfaction, Successful Respondent Service Provider shall, upon direction from DIR, comply with the obligations of this Section 14.3(e) as if such Successful Respondent Service Provider Owned Materials were then no longer routinely supported by Successful Respondent. (c) Service Provider. At DIR’s 's request, Successful Respondent Service Provider shall deposit in escrow, with an escrow agent selected by DIR, the source code and related documentation, to the extent available to Successful RespondentService Provider, for any Third Party Materials consisting of Software used by Successful Respondent Service Provider to perform the Services; provided, however, that this obligation will not be applicable to Commercial Off-the-Shelf (COTS) COTS Third Party Materials. Any such escrow shall be governed by and subject to terms that are substantially in the terms and conditions appearing in form of the Escrow Agreement attached hereto as Attachment 3 Form of Source Code Escrow AgreementExhibit 26, as provided that if Service Provider, after exercising commercially reasonable efforts is unable to secure such terms and conditions, Service Provider will obtain DIR's approval to any material deviation from such terms and conditions may be modified by DIR and the escrow agentprior to such agreement. Unless approved by DIR, Successful Respondent Service Provider shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right to the source code for such software, other than COTS Third Party Materials as permitted above, whether by escrow or otherwise. While Successful Respondent Service Provider shall not be required to escrow third party COTS software, Successful Respondent Service Provider shall ensure that Successful Respondent Service Provider provides all licenses and other rights required by DIR (and its successors or designees) to perform Services under this Agreement.

Source Code Escrow. (a) At DIR’s request12.1 During the term of this Agreement, Successful Respondent IMPAC shall deposit in escrow with an escrow agent selected by DIR the source code and related documentation for Successful Respondent Owned Materials consisting of Software in any maintain a copy of the following circumstances: Source Code for the Products set forth in Appendix A and all documentation thereto (icollectively, the "Escrowed Materials") with ***, pursuant to the Source Code Escrow Agreement between IMPAC and Siemens entered into on or about December 5, 2000, as it may be modified to reflect the terms set forth in the case of any such Software that is no longer routinely supported by Successful Respondent; or (ii) in the case of any such Software for which source code is made available to other Successful Respondent customers (including through such escrow arrangements). (b) this Agreement. In the event of a conflict between the Source Code Escrow Agreement and this section 12, the Source Code Escrow Agreement shall govern. The Escrowed Materials shall be deemed Confidential Information and shall be subject to the confidentiality restrictions set forth in Section 14. IMPAC shall update the Escrowed Materials *** during the term of this Agreement. The escrow agreement shall continue until the expiration of the ***. Siemens shall bear all escrow fees incurred pursuant to this section. The parties acknowledge that the escrow agreement is an agreement supplementary to this Agreement, as provided under Section 365(n) of the Bankruptcy Code. 12.2 Escrowed Materials shall be released to Siemens upon the occurrence of any event giving rise to termination of this Agreement by DIR pursuant to Section 13.4 Termination for Insolvencythe following events (each, Successful Respondent shall provide reasonable assurance to DIR that such occurrence has not and shall not jeopardize Successful Respondent Owned Materials continuing to be routinely supported by Successful Respondent comparable to that provided prior to such occurrence. If Successful Respondent shall be unable to comply with the foregoing to DIR's reasonable satisfaction, Successful Respondent shall, upon direction from DIR, comply with the obligations of this Section as if such Successful Respondent Owned Materials were then no longer routinely supported by Successful Respondent.a "Release Condition"): (c) At DIR’s request, Successful Respondent shall deposit in escrow, with an escrow agent selected by DIR, the source code and related documentation, 12.2.1 A proceeding relating to the extent available liquidation or insolvency of IMPAC is commenced and is not dismissed within *** of commencement; 12.2.2 During the term of the Agreement, IMPAC materially fails to Successful Respondentprovide support in accordance with subsection 9.1.2 within *** of receipt by IMPAC of Siemens' written notice of such a failure (which notice shall specify in detail the manner in which IMPAC is failing to provide this support); 12.2.3 During the term of the Agreement, for any Third Party Materials consisting of Software used by Successful Respondent IMPAC materially fails to provide support in accordance with subsection 9.1.3; or 12.2.4 During the Maintenance Period, IMPAC materially fails to perform the Servicesobligations set forth *** in which IMPAC is failing to perform). 12.3 Upon the release of the Escrowed Materials pursuant to a Release Condition set forth in subsection 12.2 above, Siemens shall have a non-exclusive, non-transferable right, subject to the restrictions set forth in this Agreement to use, modify, and make working copies of the Escrowed Materials for the sole purpose of supporting and *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. maintaining *** the Products (the "Escrow Support License"); provided, however, that the Escrow Support License for each Product shall automatically terminate at the end of the applicable Maintenance Period for each such Product. Upon the release of the Escrowed Materials pursuant to subsection 12.2.1, Siemens shall have a non-exclusive, non-transferable right, subject to the restrictions set forth in this obligation will not be applicable Agreement to Commercial Offuse, reproduce, sublicense, and distribute the Products to End-theUsers in object code form only (the "Escrow Distribution License"); provided, however, that (1) all such End-Shelf (COTS) Third Party Materials. Any such escrow User sublicenses shall be governed by subject to terms not less restrictive than those set forth in Exhibit B of this Agreement; (2) Siemens shall pay a royalty to IMPAC on each unit of Product reproduced and distributed to End-Users, which royalty shall be equivalent to IMPAC's then-current transfer price for each such Product as set forth in the then-current Exhibit A; and (3) the Escrow Distribution License shall terminate automatically upon the termination or expiration of the then-current term of the Agreement. In the event that the source code is released to Siemens pursuant to subsections 12.2.2, 12.2.3, or 12.2.4, and ***, Siemens shall have an Escrow Distribution License, subject to the terms and conditions appearing in the Escrow Agreement attached hereto as Attachment 3 Form of Source Code Escrow Agreement, as such terms and conditions may be modified by DIR and the escrow agentset forth above. Unless approved by DIR, Successful Respondent shall not use any Third Party Materials consisting of Software Except for the performance of the Services without obtaining sublicensing the right to use the source code for such softwareProducts to End-Users, other than COTS Third Party Materials as permitted Siemens shall have no right to sublicense any of the rights granted pursuant to this Section 12. Upon the cessation or cure of either of the Release Conditions specified in subsection 12.2 above, whether by escrow both the Escrow Support License and Escrow Distribution License (if any) shall terminate, and Siemens promptly return all copies of the Escrowed Materials, or otherwise. While Successful Respondent shall not be required any portion thereof, to escrow third party COTS software, Successful Respondent shall ensure that Successful Respondent provides all licenses and other rights required under this Agreement***.

Source Code Escrow. (a) At DIR’s 's request, Successful Respondent Service Provider shall deposit in escrow with an escrow agent selected by DIR the source code and related documentation for Successful Respondent Service Provider Owned Materials consisting of Software in any of the following circumstances: (i) in the case of any such Software that is no longer routinely supported by Successful RespondentService Provider; or (ii) in the case of any such Software for which source code is made available to other Successful Respondent Service Provider customers (including through such escrow arrangements). (b) . In the event of the occurrence of any event giving rise to termination of this Agreement by DIR pursuant to Section 13.4 Termination for Insolvency20.4, Successful Respondent Service Provider shall provide reasonable assurance to DIR that such occurrence has not and shall not jeopardize Successful Respondent Service Provider Owned Materials continuing to be routinely supported by Successful Respondent Service Provider comparable to that provided prior to such occurrence. If Successful Respondent Service Provider shall be unable to comply with the foregoing to DIR's reasonable satisfaction, Successful Respondent Service Provider shall, upon direction from DIR, comply with the obligations of this Section 14.3(e) as if such Successful Respondent Service Provider Owned Materials were then no longer routinely supported by Successful Respondent. (c) Service Provider. At DIR’s 's request, Successful Respondent Service Provider shall deposit in escrow, with an escrow agent selected by DIR, the source code and related documentation, to the extent available to Successful RespondentService Provider, for any Third Party Materials consisting of Software used by Successful Respondent Service Provider to perform the Services; provided, however, that this obligation will not be applicable to Commercial Off-the-Shelf (COTS) COTS Third Party Materials. Any such escrow shall be governed by and subject to terms that are substantially in the terms and conditions appearing in form of the Escrow Agreement attached hereto as Attachment 3 Form of Source Code Escrow AgreementExhibit 26, as provided that if Service Provider, after exercising commercially reasonable efforts is unable to secure such terms and conditions, Service Provider will obtain DIR's approval to any material deviation from such terms and conditions may be modified by DIR and the escrow agentprior to such agreement. Unless approved by DIR, Successful Respondent Service Provider shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right to the source code for such software, other than COTS Third Party Materials as permitted above, whether by escrow or otherwise. While Successful Respondent Service Provider shall not be required to escrow third party COTS software, Successful Respondent Service Provider shall ensure that Successful Respondent Service Provider provides all licenses and other rights required by DIR (and its successors or designees) to perform Services under this Agreement.

Source Code Escrow. (a) At DIR’s 's request, Successful Respondent Service Provider shall deposit in escrow with an escrow agent selected by DIR the source code and related documentation for Successful Respondent Service Provider Owned Materials consisting of Software in any of the following circumstances: (i) in the case of any such Software that is no longer routinely supported by Successful RespondentService Provider; or (ii) in the case of any such Software for which source code is made available to other Successful Respondent Service Provider customers (including through such escrow arrangements). (b) . In the event of the occurrence of any event giving rise to termination of this Agreement by DIR pursuant to Section 13.4 Termination for Insolvency20.4, Successful Respondent Service Provider shall provide reasonable assurance to DIR that such occurrence has not and shall not jeopardize Successful Respondent Service Provider Owned Materials continuing to be routinely supported by Successful Respondent Service Provider comparable to that provided prior to such occurrence. If Successful Respondent Service Provider shall be unable to comply with the foregoing to DIR's reasonable satisfaction, Successful Respondent Service Provider shall, upon direction from DIR, comply with the obligations of this Section 14.3(e) as if such Successful Respondent Service Provider Owned Materials were then no longer routinely supported by Successful Respondent. (c) Service Provider. At DIR’s 's request, Successful Respondent Service Provider shall deposit in escrow, with an escrow agent selected by DIR, the source code and related documentation, to the extent available to Successful RespondentService Provider, for any Third Party Materials consisting of Software used by Successful Respondent Service Provider to perform the Services; provided, however, that this obligation will not be applicable to Commercial Off-the-Shelf (COTS) COTS Third Party Materials. Any such escrow shall be governed by and subject to the terms and conditions appearing in the Escrow Agreement attached hereto as Attachment 3 Form of Source Code Escrow AgreementExhibit 26, as such terms and conditions may be modified by DIR and the escrow agent. Unless approved by DIR, Successful Respondent Service Provider shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right to the source code for such software, other than COTS Third Party Materials as permitted above, whether by escrow or otherwise. While Successful Respondent Service Provider shall not be required to escrow third party COTS software, Successful Respondent Service Provider shall ensure that Successful Respondent Service Provider provides all licenses and other rights required under this Agreement.

Source Code Escrow. (a) At DIR’s request, Successful Respondent shall Netzee agrees to deposit in escrow escrow, within 15 days after the commencement date of this Agreement with an escrow agent selected approved by DIR Bankers Bank (which approval shall not be unreasonably withheld), pursuant to an escrow agreement reasonably acceptable to Bankers Bank, the source code and related documentation for Successful Respondent Owned Materials consisting of the 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 any such a manner that such third-party software is necessary for the operation or use of the Escrowed Software. Release of the Escrowed Software shall be permitted only upon the occurrence of one of the following circumstancesevents: (ia) in In the case of event Netzee files for relief under the federal Bankruptcy Code, or any action is filed against Netzee under such Software that Code and such action is no longer routinely supported by Successful Respondent; or (ii) in the case of any such Software for which source code is made available to other Successful Respondent customers (including through such escrow arrangements).not cured within 30 days; (b) In the event Netzee enters into a general assignment for the benefit of the occurrence of any event giving rise to termination of this Agreement by DIR pursuant to Section 13.4 Termination for Insolvency, Successful Respondent shall provide reasonable assurance to DIR that such occurrence has not and shall not jeopardize Successful Respondent Owned Materials continuing to be routinely supported by Successful Respondent comparable to that provided prior to such occurrence. If Successful Respondent shall be unable to comply with the foregoing to DIR's reasonable satisfaction, Successful Respondent shall, upon direction from DIR, comply with the obligations of this Section as if such Successful Respondent Owned Materials were then no longer routinely supported by Successful Respondent.creditors; (c) At DIR’s requestIn the event Netzee otherwise substantially ceases doing business, Successful Respondent and its business is not 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 or a plan for correction within (15) days which the Bankers Bank, in its sole 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 successor(s) is willing and able to continue to meet its obligations under this Agreement and any Addendum. Should the Bankers Bank obtain the Escrowed Software pursuant to this section, the Bankers Bank shall deposit thereafter have the right (in escrowthe 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 an escrow agent selected full rights to alter, revise, modify and update the Escrowed Software for such purpose (which such alterations, revisions, modifications and updates by DIRthe Bankers Bank being owned exclusively by the Bankers Bank), provided it otherwise adheres to its obligations under this Agreement. At the source code time the Escrowed Software is obtained, Bankers Bank may demand, and related documentationshall 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 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 license made available to Successful Respondent, for any Third Party Materials consisting Bankers Bank pursuant to Section 1 of Software used by Successful Respondent to perform the Services; provided, however, that this obligation will not be applicable to Commercial Off-the-Shelf (COTS) Third Party Materials. Any such escrow shall be governed by and subject to the terms and conditions appearing in the Escrow Agreement attached hereto as Attachment 3 Form of Source Code Escrow Agreement, as such terms and conditions may be modified by DIR between Netzee and the escrow agent. Unless approved by DIRBankers Bank dated September 3, Successful Respondent shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right to the source code for such software, other than COTS Third Party Materials as permitted above, whether by escrow or otherwise. While Successful Respondent shall not be required to escrow third party COTS software, Successful Respondent shall ensure that Successful Respondent provides all licenses and other rights required under this Agreement1999.

Source Code Escrow. (a) At DIR’s 's request, Successful Respondent shall deposit in escrow with an escrow agent selected by DIR the source code and related documentation for Successful Respondent Owned Materials consisting of Software in any of the following circumstances: (i) in the case of any such Software that is no longer routinely supported by Successful Respondent; or (ii) in the case of any such Software for which source code is made available to other Successful Respondent customers (including through such escrow arrangements). (b) . In the event of the occurrence of any event giving rise to termination of this Agreement by DIR pursuant to Section 13.4 Termination for Insolvency20.4, Successful Respondent shall provide reasonable assurance to DIR that such occurrence has not and shall not jeopardize Successful Respondent Owned Materials continuing to be routinely supported by Successful Respondent comparable to that provided prior to such occurrence. If Successful Respondent shall be unable to comply with the foregoing to DIR's reasonable satisfaction, Successful Respondent shall, upon direction from DIR, comply with the obligations of this Section 14.3(e) as if such Successful Respondent Owned Materials were then no longer routinely supported by Successful Respondent. (c) . At DIR’s 's request, Successful Respondent shall deposit in escrow, with an escrow agent selected by DIR, the source code and related documentation, to the extent available to Successful Respondent, for any Third Party Materials consisting of Software used by Successful Respondent to perform the Services; provided, however, that this obligation will not be applicable to Commercial Off-the-Shelf (COTS) Third Party Materials. Any such escrow shall be governed by and subject to the terms and conditions appearing in the Escrow Agreement attached hereto as Attachment 3 C Form of Source Code Escrow Agreement, as such terms and conditions may be modified by DIR and the escrow agent. Unless approved by DIR, Successful Respondent shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right to the source code for such software, other than COTS Third Party Materials as permitted above, whether by escrow or otherwise. While Successful Respondent shall not be required to escrow third party COTS software, Successful Respondent shall ensure that Successful Respondent provides all licenses and other rights required under this Agreement.

Source Code Escrow. (a) At DIR’s 's request, Successful Respondent Service Provider shall deposit in escrow with an escrow agent selected by DIR the source code and related documentation for Successful Respondent Service Provider Owned Materials consisting of Software in any of the following circumstances: (i) in the case of any such Software that is no longer routinely supported by Successful RespondentService Provider or a Service Provider designee or subcontractor provided that if such support is provided by a Service Provider designee or subcontractor, such support is provided pursuant to a written agreement between Service Provider and such designee or subcontractor ; or (ii) in the case of any such Software for which source code is made available to other Successful Respondent Service Provider customers (including through such escrow arrangements). (b) . In the event of the occurrence of any event giving rise to termination of this Agreement by DIR pursuant to Section 13.4 Termination for Insolvency20.4, Successful Respondent Service Provider shall provide reasonable assurance to DIR that such occurrence has not and shall not jeopardize Successful Respondent Service Provider Owned Materials continuing to be routinely supported by Successful Respondent Service Provider comparable to that provided prior to such occurrence. If Successful Respondent Service Provider shall be unable to comply with the foregoing to DIR's reasonable satisfaction, Successful Respondent Service Provider shall, upon direction from DIR, comply with the obligations of this Section 14.3(e) as if such Successful Respondent Service Provider Owned Materials were then no longer routinely supported by Successful Respondent. (c) Service Provider. At DIR’s 's request, Successful Respondent Service Provider shall deposit in escrow, with an escrow agent selected by DIR, the source code and related documentation, to the extent available to Successful RespondentService Provider, for any Third Party Materials consisting of Software used by Successful Respondent Service Provider to perform the Services; provided, however, that this obligation will not be applicable to Commercial Off-the-Shelf (COTS) COTS Third Party Materials. The escrow agent selected by DIR will, in DIR's reasonable judgment, be a reputable provider of such source code escrow services. Any such escrow shall be governed by and subject to terms that are substantially in the terms and conditions appearing in form of the Escrow Agreement attached hereto as Attachment 3 Form of Source Code Escrow AgreementExhibit 26, as provided that if Service Provider, after exercising commercially reasonable efforts is unable to secure such terms and conditions, Service Provider will obtain DIR's approval to any material deviation from such terms and conditions may be modified by DIR and the escrow agentprior to such agreement. Unless approved by DIR, Successful Respondent Service Provider shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right to the source code for such software, other than COTS Third Party Materials as permitted above, whether by escrow or otherwise. While Successful Respondent Service Provider shall not be required to escrow third party COTS software, Successful Respondent Service Provider shall ensure that Successful Respondent Service Provider provides all licenses and other rights required by DIR (and its successors or designees) to perform Services under this Agreement. With respect to the NearStar product more particularly described in Exhibit 18 (the "NearStar Product"), Service Provider has an existing source code escrow arrangement for such product. Service Provider represents and warrants that such source code escrow arrangement substantially complies with the terms and conditions set forth in Exhibit 26. Based on such representation and warranty, DIR agrees that Service Provider shall not be required to set up a separate escrow arrangement for the NearStar product provided that DIR will be entitled to exercise all necessary rights with respect to such source code escrow arrangement as set forth in the Agreement, including Exhibit 26.

Source Code Escrow. (a) At DIRCustomer’s requestrequest and expense, Successful Respondent shall deposit in escrow with an escrow agent selected by DIR Customer may become a beneficiary under the source code and related documentation for Successful Respondent Owned Materials consisting of Software in any of the following circumstances: (i) in the case of any such Software that is no longer routinely supported by Successful Respondent; or (ii) in the case of any such Software for which source code is made available to other Successful Respondent customers (including through such escrow arrangements). (b) In the event of the occurrence of any event giving rise to termination of this Agreement by DIR pursuant to Section 13.4 Termination for Insolvency, Successful Respondent shall provide reasonable assurance to DIR that such occurrence has not and shall not jeopardize Successful Respondent Owned Materials continuing to be routinely supported by Successful Respondent comparable to that provided prior to such occurrence. If Successful Respondent shall be unable to comply with the foregoing to DIR's reasonable satisfaction, Successful Respondent shall, upon direction from DIR, comply with the obligations of this Section as if such Successful Respondent Owned Materials were then no longer routinely supported by Successful Respondent. (c) At DIR’s request, Successful Respondent shall deposit in escrow, with an escrow agent selected by DIR, the source code and related documentation, to the extent available to Successful Respondent, for any Third Party Materials consisting of Software used by Successful Respondent to perform the Services; provided, however, that this obligation will not be applicable to Commercial Off-the-Shelf (COTS) Third Party Materials. Any such escrow shall be governed by and subject to the terms and conditions appearing in the Escrow Agreement attached hereto as Attachment 3 Form of Source Code Escrow Agreement (the “Escrow Agreement”) between Denodo and a third party as escrow agent (the “Escrow Agent”). To the extent not already in such agent’s possession, as such terms and conditions may be modified by DIR and Denodo will deliver to the escrow agent. Unless approved by DIR, Successful Respondent shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right to Escrow Agent the source code for the Software (“Source Materials”) and, in accordance with the terms and procedures set forth in the Escrow Agreement, the same will be released from escrow to Customer if (i) Denodo is unwilling or unable to maintain the Software in breach of Denodo’s support obligations to Customer pursuant to this Agreement (which breach is not cured after sixty (60) days of written notice of such softwarebreach given by the Customer to Denodo) or (ii) Denodo is liquidated or dissolved. Customer will pay all fees assessed by the Escrow Agent related to 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, other than COTS Third Party 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 as permitted aboveto Customer in compliance with the provisions of the Escrow Agreement, whether by escrow 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 otherwisewould otherwise have remained in effect, absent conditions giving rise to the release of the Source Materials from escrow). While Successful Respondent 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 not be required deemed the Confidential Information of Denodo pursuant to escrow third party COTS software, Successful Respondent shall ensure that Successful Respondent provides all licenses and other rights required under the terms of this Agreement, shall 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 interest, including all intellectual property rights, in and to the Source Materials not expressly granted herein.

Source Code Escrow. (a) At DIR’s TxDOT's request, Successful Respondent Service Provider shall deposit in escrow with an escrow agent selected by DIR TxDOT the source code and related documentation for Successful Respondent Service Provider Owned Materials consisting of Software in any of the following circumstances: (i) in the case of any such Software that is no longer routinely supported by Successful RespondentService Provider; or (ii) in the case of any such Software for which source code is made available to other Successful Respondent Service Provider customers (including through such escrow arrangements). (b) . In the event of the occurrence of any event giving rise to termination of this Agreement by DIR TxDOT pursuant to Section 13.4 Termination for Insolvency20.4, Successful Respondent Service Provider shall provide reasonable assurance to DIR TxDOT that such occurrence has not and shall not jeopardize Successful Respondent Service Provider Owned Materials continuing to be routinely supported by Successful Respondent Service Provider comparable to that provided prior to such occurrence. If Successful Respondent Service Provider shall be unable to comply with the foregoing to DIRTxDOT's reasonable satisfaction, Successful Respondent Service Provider shall, upon direction from DIRTxDOT, comply with the obligations of this Section 14.3(e) as if such Successful Respondent Service Provider Owned Materials were then no longer routinely supported by Successful Respondent. (c) Service Provider. At DIR’s TxDOT's reasonable request, Successful Respondent Service Provider shall deposit in escrow, with an escrow agent selected by DIRTxDOT, the source code and related documentation, to the extent available to Successful RespondentService Provider, for any Third Party Materials consisting of Software used by Successful Respondent Service Provider to perform the Services; provided, however, that this obligation will shall not be applicable to Commercial Off-the-Shelf (COTS) COTS Third Party Materials. Any such escrow shall be governed by and subject to terms that are substantially in the terms and conditions appearing in form of the Escrow Agreement attached hereto as Attachment 3 Form of Source Code Escrow AgreementExhibit 25, as provided that if Service Provider, after exercising commercially reasonable efforts is unable to secure such terms and conditions, Service Provider shall obtain TxDOT's approval to any material deviation from such terms and conditions may be modified by DIR and the escrow agentprior to such agreement. Unless approved by DIRTxDOT, Successful Respondent Service Provider shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right to the source code for such software, other than COTS Third Party Materials as permitted above, whether by escrow or otherwise. While Successful Respondent Service Provider shall not be required to escrow third party COTS software, Successful Respondent Service Provider shall ensure that Successful Respondent provides provide all licenses and other rights to Software for which Service Provider is financially responsible pursuant to Attachment 4-C that is required by TxDOT (and its successors or designees) to perform Services under this Agreement.

Source Code Escrow. (a) At DIR’s request, Successful Respondent shall deposit in escrow with an escrow agent selected by DIR the source code and related documentation for Successful Respondent Owned Materials consisting of Software in any of the following circumstances: (i) in the case of any such Software that is no longer routinely supported by Successful Respondent; or (ii) in the case of any such Software for which source code is made available to other Successful Respondent customers (including through such escrow arrangements). (b) In the event of the occurrence of any event giving rise to termination of this Agreement by DIR pursuant to Section 13.4 Termination for Insolvency, Successful Respondent shall provide reasonable assurance to DIR that such occurrence has not and shall not jeopardize Successful Respondent Owned Materials continuing to be routinely supported by Successful Respondent comparable to that provided prior to such occurrence. If Successful Respondent shall be unable to comply with the foregoing to DIR's reasonable satisfaction, Successful Respondent shall, upon direction from DIR, comply with the obligations of this Section as if such Successful Respondent Owned Materials were then no longer routinely supported by Successful Respondent. (c) At DIR’s request, Successful Respondent shall deposit in escrow, with an escrow agent selected by DIR, the source code and related documentation, to the extent available to Successful Respondent, for any Third Party Materials consisting of Software used by Successful Respondent to perform the Services; provided, however, that this obligation will not be applicable to Commercial Off-the-Shelf (COTS) Third Party Materials. Any such escrow shall be governed by and subject to the terms and conditions appearing in the Escrow Agreement attached hereto as MSA Attachment 3 Form of Source Code Escrow Agreement, as such terms and conditions may be modified by DIR and the escrow agent. Unless approved by DIR, Successful Respondent shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right to the source code for such software, other than COTS Third Party Materials as permitted above, whether by escrow or otherwise. While Successful Respondent shall not be required to escrow third party COTS software, Successful Respondent shall ensure that Successful Respondent provides all licenses and other rights required under this Agreement.

Source Code Escrow. (a) At DIR’s request, Successful Respondent shall Netzee agrees to deposit in escrow escrow, within 15 days after the commencement date of this Agreement with an escrow agent selected approved by DIR Bankers Bank (which approval shall not be unreasonably withheld), pursuant to an escrow agreement reasonably acceptable to Bankers Bank, the source code and related documentation for Successful Respondent Owned Materials consisting of the 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 any such a manner that such third-party software is necessary for the operation or use of the Escrowed Software. Release of the Escrowed Software shall be permitted only upon the occurrence of one of the following circumstancesevents: (ia) in In the case of event Netzee files for relief under the federal Bankruptcy Code, or any action is filed against Netzee under such Software that Code and such action is no longer routinely supported by Successful Respondent; or (ii) in the case of any such Software for which source code is made available to other Successful Respondent customers (including through such escrow arrangements).not cured within 30 days; (b) In the event Netzee enters into a general assignment for the benefit of the occurrence of any event giving rise to termination of this Agreement by DIR pursuant to Section 13.4 Termination for Insolvency, Successful Respondent shall provide reasonable assurance to DIR that such occurrence has not and shall not jeopardize Successful Respondent Owned Materials continuing to be routinely supported by Successful Respondent comparable to that provided prior to such occurrence. If Successful Respondent shall be unable to comply with the foregoing to DIR's reasonable satisfaction, Successful Respondent shall, upon direction from DIR, comply with the obligations of this Section as if such Successful Respondent Owned Materials were then no longer routinely supported by Successful Respondent.creditors; (c) At DIR’s requestIn the event Netzee otherwise substantially ceases doing business, Successful Respondent and its business is not 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 or a plan for correction within (15) days which the Bankers Bank, in its sole 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 successor(s) is willing and able to continue to meet its obligations under this Agreement and any Addendum. Should the Bankers Bank obtain the Escrowed Software pursuant to this section, the Bankers Bank shall deposit thereafter have the right (in escrowthe 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 an escrow agent selected full rights to alter, revise, modify and update the Escrowed Software for such purpose (which such alterations, revisions, modifications and updates by DIRthe Bankers Bank being owned exclusively by the Bankers Bank), provided it otherwise adheres to its obligations under this Agreement. At the source code time the Escrowed Software is obtained, Bankers Bank may demand, and related documentationshall be entitled to receive, to the extent available to Successful Respondentnot included with the Escrowed Software and not otherwise in Bankers Bank's possession, for copies of any Third Party Materials consisting of Software used by Successful Respondent to perform the Services; provided, however, that this obligation will not be applicable to Commercial Off-the-Shelf (COTS) Third Party Materials. Any existing technical manuals associated with such escrow shall be governed by and subject to the terms and conditions appearing in the Escrow Agreement attached hereto as Attachment 3 Form of Source Code Escrow Agreement, as such terms and conditions may be modified by DIR and the escrow agent. Unless approved by DIR, Successful Respondent shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right to the source code for such software, other than COTS Third Party Materials as permitted above, whether by escrow or otherwise. While Successful Respondent shall not be required to escrow third party COTS software, Successful Respondent shall ensure that Successful Respondent provides all licenses and other rights required under this Agreement.Escrowed

Source Code Escrow. (a) At DIR’s 's request, Successful Respondent shall deposit in escrow with an escrow agent selected by DIR the source code and related documentation for Successful Respondent Owned Materials consisting of Software in any of the following circumstances: (i) in the case of any such Software that is no longer routinely supported by Successful Respondent; or (ii) in the case of any such Software for which source code is made available to other Successful Respondent customers (including through such escrow arrangements). (b) . In the event of the occurrence of any event giving rise to termination of this Agreement by DIR pursuant to Section 13.4 Termination for Insolvency, 20.4. Successful Respondent shall provide reasonable assurance to DIR that such occurrence has not and shall not jeopardize Successful Respondent Owned Materials continuing to be routinely supported by Successful Respondent comparable to that provided prior to such occurrence. If Successful Respondent shall be unable to comply with the foregoing to DIR's reasonable satisfaction, Successful Respondent shall, upon direction from DIR, comply with the obligations of this Section 14.3(e) as if such Successful Respondent Owned Materials were then no longer routinely supported by Successful Respondent. (c) . At DIR’s 's request, Successful Respondent shall deposit in escrow, with an escrow agent selected by DIR, the source code and related documentation, to the extent available to Successful Respondent, for any Third Party Materials consisting of Software used by Successful Respondent to perform the Services; provided, however, that this obligation will not be applicable to Commercial Off-the-the- Shelf (COTS) Third Party Materials. Any such escrow shall be governed by and subject to the terms and conditions appearing in the Escrow Agreement attached hereto as Attachment 3 C Form of Source Code Escrow Agreement, as such terms and conditions may be modified by DIR and the escrow agent. Unless approved by DIR, Successful Respondent shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right to the source code for such software, other than COTS Third Party Materials as permitted above, whether by escrow or otherwise. While Successful Respondent shall not be required to escrow third party COTS software, Successful Respondent shall ensure that Successful Respondent provides all licenses and other rights required under this Agreement. Such escrow requirements shall be limited to Successful Respondent Owned Materials the source code for which has not been provided to DIR and which is necessary for DIR’s use of the Developed Materials or is included in the Developed Materials.

Source Code Escrow. (a) At DIR’s requestUpon the licensing of the Software to a Customer, Successful Respondent IMNET agrees to establish an escrow account with Fort Knox ▇▇▇row Services, Inc. (the "Escrow Agent"). IMNET shall deposit in escrow with an escrow agent selected by DIR into the Escrow Account the source code for the Software under the terms of the Escrow Agent's standard Escrow Agreement. If Distributor obtains access to the source code of the Software pursuant to the terms of the Escrow Agreement, Distributor shall use the source code solely for the support of Customers and related documentation for Successful Respondent Owned Materials consisting said source code shall be subject to the 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 Software this Agreement or the Escrow Agreement and subject to the provisions set forth below and in the 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 circumstancesevents: (i) in IMNET ceases, for any reason, to do business (other than the case sale of any such Software that is no longer routinely supported by Successful Respondentits business to a 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 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 the case of any such Software for which source code is made available to other Successful Respondent customers (including through such escrow arrangements)accordance with IMNET's documentation. (bc) In the event of that the parties do not agree as to the occurrence of any event giving rise one of the above events, the parties hereby agree no such occurrence shall be deemed to termination of this Agreement by DIR pursuant have occurred unless and until the Arbitrator has found, after hearing as to Section 13.4 Termination for Insolvencythe facts, Successful Respondent shall provide reasonable assurance to DIR that such occurrence has not taken place. d) If any of the escrowed materials which may be provided to Distributor pursuant to this Section and shall not jeopardize Successful Respondent Owned Materials continuing the Escrow Agreement contains third-party software (e.g., compilers, utilities) used to be routinely supported by Successful Respondent comparable to that provided prior to such occurrence. If Successful Respondent prepare machine-readable copies of the Software, Distributor shall be unable to comply with responsible for obtaining any required licenses from the foregoing to DIR's reasonable satisfaction, Successful Respondent shall, upon direction from DIR, comply with third-party licensors for the obligations use of such software. e) It is expressly understood that this Section as if such Successful Respondent Owned Materials were then pertains to the right to use the Software and that no longer routinely supported by Successful Respondent. (c) At DIR’s request, Successful Respondent shall deposit in escrow, with an escrow agent selected by DIR, 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 related documentationsecret asset of IMNET and the source code will be secured by Distributor and not reproduced or copied, to the extent or be made available to Successful Respondent, for any Third Party Materials consisting of Software used by Successful Respondent other party. It is also expressly understood that the source code will either be returned to perform IMNET or destroyed once the Services; provided, however, that this obligation will not be applicable to Commercial Off-the-Shelf (COTS) Third Party Materials. Any such escrow shall be governed by and subject to the terms and conditions appearing in the Escrow Agreement attached hereto as Attachment 3 Form of Source Code Escrow Agreement, as such terms and conditions may be modified by DIR and the escrow agent. Unless approved by DIR, Successful Respondent shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right default which gave Distributor access to the source code for such softwareis removed. UNDER NO CIRCUMSTANCES IS THE SOURCE CODE TO BE SOLD, other than COTS Third Party Materials as permitted aboveTRANSFERRED, whether by escrow or otherwise. While Successful Respondent shall not be required to escrow third party COTS software, Successful Respondent shall ensure that Successful Respondent provides all licenses and other rights required under this AgreementOR COPIED BY DISTRIBUTOR.

Source Code Escrow. (a) At DIR’s 's request, Successful Respondent shall deposit in escrow with an escrow agent selected by DIR the source code and related documentation for Successful Respondent Owned Materials consisting of Software in any of the following circumstances: (i) in the case of any such Software that is no longer routinely supported by Successful Respondent; or (ii) in the case of any such Software for which source code is made available to other Successful Respondent customers (including through such escrow arrangements). (b) . In the event of the occurrence of any event giving rise to termination of this Agreement by DIR pursuant to Section 13.4 Termination for Insolvency, 20.4. Successful Respondent shall provide reasonable assurance to DIR that such occurrence has not and shall not jeopardize Successful Respondent Owned Materials continuing to be routinely supported by Successful Respondent comparable to that provided prior to such occurrence. If Successful Respondent shall be unable to comply with the foregoing to DIR's reasonable satisfaction, Successful Respondent shall, upon direction from DIR, comply with the obligations of this Section 14.3(e) as if such Successful Respondent Owned Materials were then no longer routinely supported by Successful Respondent. (c) . At DIR’s 's request, Successful Respondent shall deposit in escrow, with an escrow agent selected by DIR, the source code and related documentation, to the extent available to Successful Respondent, for any Third Party Materials consisting of Software used by Successful Respondent to perform the Services; provided, however, that this obligation will not be applicable to Commercial Off-the-the- Shelf (COTS) Third Party Materials. Any such escrow shall be governed by and subject to the terms and conditions appearing in the Escrow Agreement attached hereto as Attachment 3 C Form of Source Code Escrow Agreement, as such terms and conditions may be modified by DIR and the escrow agent. Unless approved by DIR, Successful Respondent shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right to the source code for such software, other than COTS Third Party Materials as permitted above, whether by escrow or otherwise. While Successful Respondent shall not be required to escrow third party COTS software, Successful Respondent shall ensure that Successful Respondent provides all licenses and other rights required under this Agreement.