Common use of Source Code Escrow Clause in Contracts

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

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

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

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

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

Source Code Escrow. (a) Promptly following the execution of this Agreement1 a. CONTRACTOR hereby agrees to deposit, at its sole expense, the Company agrees to deposit Licensed Software, in 2 source code form (the “Source Code”), into escrow pursuant to the terms of that certain High 3 Technology Escrow Agreement (the "“Source Code Escrow"Escrow Agreement”) with Brambles NSDdated January l, Inc.1996, or such other entity as is reasonably satisfactory to Parent between 4 CONTRACTOR and the Company U.S. Bank (the "“Escrow Agent"”) CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) attached hereto as required by this Agreement. Exhibit D. The Company and Parent will enter into an escrow agreement with the 5 Escrow Agent with respect shall be required pursuant to the terms of the Source Code Escrow Agreement and this 6 Paragraph, to deliver a copy of the Source Code to COUNTY in the event that any of the following 7 conditions (“Release Conditions”) occur: 8 1) CONTRACTOR fails to meet any of its material Support obligations hereunder and 9 fails to cure such failure with thirty (30) calendar days of written notice thereof COUNTY; 10 2) CONTRACTOR fails to provide a New Release or version of any Licensed 11 Software module adding new functionality or significantly improving existing functionality within thirty 12 six (36) months of the "previous New Release or version; 13 3) CONTRACTOR becomes insolvent or has availed itself of, or has been subjected to 14 by any third party, a proceeding in bankruptcy in which CONTRACTOR is named debtor and the same 15 has not been discharged or terminated within sixty (60) calendar days; or 16 4) CONTRACTOR liquidates, dissolves or ceases to conduct business and has not 17 assigned its obligations hereunder to a permitted successor, in accordance with the terms of this 18 Agreement. Escrow Agent shall recognize the occurrence of any of the Release Conditions as 19 circumstances under which the Escrowed Property shall be delivered to COUNTY in accordance with 20 terms of Section 7 of the High Technology Escrow Agreement") which . 21 b. CONTRACTOR will provide that the Company will pay all fees and expenses of deliver the Escrow Agent and which will contain terms and conditions consistent with the provisions a new copy of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (andall Source Code, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into 22 including the Source Code Escrow a complete and updated copy of all Cyclone Source Codefor any New Release, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted with two business days prior notice to the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of the originals of the Cyclone Source Code or any part thereof. The Company shall be entitled to have a representative present at any inspection of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.no less than once every year without COUNTY’s

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

Source Code Escrow. (a) Promptly following the execution of this Agreement30 a. CONTRACTOR hereby agrees to deposit, at its sole expense, the Company agrees to deposit Licensed Software, in 31 source code form (the “Source Code”), into escrow pursuant to the terms of that certain High 32 Technology Escrow Agreement (the "“Source Code Escrow"Escrow Agreement”) with Brambles NSDdated January l, Inc.1996, or such other entity as is reasonably satisfactory to Parent between 33 CONTRACTOR and the Company U.S. Bank (the "“Escrow Agent"”) CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) attached hereto as required by this Agreement. Exhibit D. The Company and Parent will enter into an escrow agreement with the 34 Escrow Agent with respect shall be required pursuant to the terms of the Source Code Escrow Agreement and this 35 Paragraph, to deliver a copy of the Source Code to COUNTY in the event that any of the following 36 conditions (“Release Conditions”) occur: 37 // 1 1) CONTRACTOR fails to meet any of its material Support obligations hereunder and 2 fails to cure such failure with thirty (30) calendar days of written notice thereof COUNTY; 3 2) CONTRACTOR fails to provide a New Release or version of any Licensed 4 Software module adding new functionality or significantly improving existing functionality within thirty 5 six (36) months of the "previous New Release or version; 6 3) CONTRACTOR becomes insolvent or has availed itself of, or has been subjected to 7 by any third party, a proceeding in bankruptcy in which CONTRACTOR is named debtor and the same 8 has not been discharged or terminated within sixty (60) calendar days; or 9 4) CONTRACTOR liquidates, dissolves or ceases to conduct business and has not 10 assigned its obligations hereunder to a permitted successor, in accordance with the terms of this 11 Agreement. Escrow Agent shall recognize the occurrence of any of the Release Conditions as 12 circumstances under which the Escrowed Property shall be delivered to COUNTY in accordance with 13 terms of Section 7 of the High Technology Escrow Agreement") which . 14 b. CONTRACTOR will provide that the Company will pay all fees and expenses of deliver the Escrow Agent and which will contain terms and conditions consistent with the provisions a new copy of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (andall Source Code, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into 15 including the Source Code Escrow for any New Release, no less than once every year without COUNTY’s 16 request to do so. In the event that a complete and updated copy of all Cyclone Source CodeRelease Condition occurs and, any of which shall thereafter be deemed to be at such time, CONTRACTOR has 17 issued a part of New Release but has not deposited the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for such New Release with the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access Escrow 18 Agent, CONTRACTOR shall, to the extent reasonably practicableupon COUNTY’s request, take place on within five (5) business days deliver a one-time basis with respect to each deposit copy of Cyclone Source Code into 19 the Source Code Escrow, and shall be conducted with two business days prior notice for such New Release to COUNTY. In the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of event the originals of the Cyclone Source Code or any part thereof. The Company of it is 20 destroyed or corrupted after entering into the possession of COUNTY, upon COUNTY’s request, 21 CONTRACTOR shall be entitled to have provide a representative present at any inspection replacement copy of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices within thirty (30) calendar days of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date")22 receipt of COUNTY’s written request. The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Date. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.23 G. EQUIPMENT AND SUBLICENSED SOFTWARE MAINTENANCE:

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

Source Code Escrow. (a) Promptly following the execution of this Agreement22 a. CONTRACTOR hereby agrees to deposit, at its sole expense, the Company agrees to deposit Licensed Software, in 23 source code form (the “Source Code”), into escrow pursuant to the terms of that certain High 24 Technology Escrow Agreement (the "“Source Code Escrow"Escrow Agreement”) with Brambles NSDdated January l, Inc.1996, or such other entity as is reasonably satisfactory to Parent between 25 CONTRACTOR and the Company U.S. Bank (the "“Escrow Agent"”) CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) attached hereto as required by this Agreement. Exhibit D. The Company and Parent will enter into an escrow agreement with the 26 Escrow Agent with respect shall be required pursuant to the terms of the Source Code Escrow Agreement and this 27 Paragraph, to deliver a copy of the Source Code to COUNTY in the event that any of the following 28 conditions (“Release Conditions”) occur: 29 1) CONTRACTOR fails to meet any of its material Support obligations hereunder and 30 fails to cure such failure with thirty (30) calendar days of written notice thereof COUNTY; 31 2) CONTRACTOR fails to provide a New Release or version of any Licensed 32 Software module adding new functionality or significantly improving existing functionality within thirty 33 six (36) months of the "previous New Release or version; 34 3) CONTRACTOR becomes insolvent or has availed itself of, or has been subjected 35 to by any third party, a proceeding in bankruptcy in which CONTRACTOR is named debtor and the 36 same has not been discharged or terminated within sixty (60) calendar days; or 37 // 1 4) CONTRACTOR liquidates, dissolves or ceases to conduct business and has not 2 assigned its obligations hereunder to a permitted successor, in accordance with the terms of this 3 Agreement. Escrow Agent shall recognize the occurrence of any of the Release Conditions as 4 circumstances under which the Escrowed Property shall be delivered to COUNTY in accordance with 5 terms of Section 7 of the High Technology Escrow Agreement") which . 6 b. CONTRACTOR will provide that the Company will pay all fees and expenses of deliver the Escrow Agent and which will contain terms and conditions consistent with the provisions a new copy of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (andall Source Code, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into 7 including the Source Code Escrow for any New Release, no less than once every year without COUNTY’s 8 request to do so. In the event that a complete and updated copy of all Cyclone Source CodeRelease Condition occurs and, any of which shall thereafter be deemed to be at such time, CONTRACTOR has 9 issued a part of New Release but has not deposited the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for such New Release with the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access Escrow 10 Agent, CONTRACTOR shall, to the extent reasonably practicableupon COUNTY’s request, take place on within five (5) business days deliver a one-time basis with respect to each deposit copy of Cyclone Source Code into 11 the Source Code Escrow, and shall be conducted with two business days prior notice for such New Release to COUNTY. In the Company and during normal business hours by a single Parent representative for whom Parent shall be responsible. Nothing in this Section 5.2((c)) shall entitle Parent to remove or make copies of event the originals of the Cyclone Source Code or any part thereof. The Company of it is 12 destroyed or corrupted after entering into the possession of COUNTY, upon COUNTY’s request, 13 CONTRACTOR shall be entitled to have provide a representative present at any inspection replacement copy of the Cyclone Source Code by a Parent representative, provided that the Company's failure to have a representative present shall not prevent or delay Parent's right to such inspection. (d) The Cyclone Source Code shall be held in the Source Code Escrow at the offices within thirty (30) calendar days 14 of the Escrow Agent until the date on which Purchaser has accepted for payment and paid for Shares pursuant to the Offer (the "Release Date"). The Escrow Agreement shall contain provisions instructing the Escrow Agent to deliver the Cyclone Source Code to Parent or its designated representative promptly upon request at any time from and after the Release Datereceipt of COUNTY’s written request. (e) In the event that, prior to the Release Date, this Agreement shall be terminated pursuant to its terms, the Source Code Escrow shall terminate and the Cyclone Source Code shall be returned to the Company.