Common use of Source Code Escrow Clause in Contracts

Source Code Escrow. 16.1 Within six (6) months following the completion and acceptance of the Deliverables, WINK shall enter into a standard form of source code escrow agreement ("Escrow Agreement") with Data Securities International, Inc. ("Escrow Agent"). Such Escrow Agreement shall provide for WINK's delivery and deposit from time to time (including Product Releases, Version Releases and Updates) with the Escrow Agent of source code and proprietary materials in both electronic (e.g., CD-ROM or diskette) and documented paper format for each piece of software ("Escrow Materials") related to the Licensed Products and WINK shall make such deposits. Until a condition of release ("Release Condition") occurs as defined herein and the notice conditions of the Escrow Agreement have been met, the Escrow Agent shall not deliver the Escrow Materials to TAK. The fees and costs charged by the Escrow Agent to establish and maintain the Escrow Agreement shall be paid by WINK (provided that 50% of such amount shall be reimbursed to WINK by TAK) Any of the following events shall be deemed to be Release Conditions: (i) WINK defaults on its obligation to cure a major bug, such bug being of a nature to significantly affect TAK's business and such default is not cured within forty-five (45) days after written notice by TAK; or (ii) WINK fails to deliver a major enhancement to the WINK Engine in any four (4) year period following the date of the last Product Release and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iii) Having notified TAK of its decision pursuant to the provisions of Section 6.13, WINK fails to commit to promptly develop (at WINK's normal consulting rates) any new Version Release or Product Release requested by TAK and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iv) WINK fails to provide Support as set forth in this Agreement and such default is not cured within sixty (60) days after written notice by TAK, or (v) WINK files or there is filed against it any petition in bankruptcy which petition has not been dismissed within 60 days of its filing, provided however, that no Release Condition shall occur in the event the WINK is a "debtor-in-possession" under a Chapter 11 proceeding [and no Release Condition has otherwise occurred under Section 16(i), (ii), (iii) or (iv) above].

Source Code Escrow. 16.1 Within 8.1 On or before June 1, 2019, PWW shall enter into an escrow agreement, in a form reasonably acceptable to Customer (the “Escrow Agreement”), with a source code escrow services provider mutually agreed by the parties (the “Escrow Agent”). PWW shall promptly thereafter deliver to the Escrow Agent a copy of all source code for the Platform and production database required to operate the Solution, together with all documentation necessary for Customer to fully utilize such source code and production database, including, but not limited to detailed information on the required hardware configuration and 3rd party products, services and connectors (collectively, the “Escrow Deposit”). PWW will, to the extent permissible, provide Customer with access to such 3rd party products, services and connectors as required to operate the Solution. PWW shall update the Escrow Deposit from time to time, and in any event, not less than once every six (6) months following months. Customer shall bear the completion cost of establishing and acceptance of maintaining the Deliverables, WINK shall enter into a standard form of source code escrow agreement ("Escrow Agreement") with Data Securities International, Inc. ("Escrow Agent"). Such Escrow Agreement shall provide for WINK's delivery and deposit from time to time (including Product Releases, Version Releases and Updates) account with the Escrow Agent of source code and proprietary materials in both electronic (e.g.Agent. Customer shall have the right to verify, CD-ROM or diskette) and documented paper format for each piece of software ("Escrow Materials") related to the Licensed Products and WINK shall make such deposits. Until a condition of release ("Release Condition") occurs as defined herein and the notice conditions of have the Escrow Agreement have been metAgent verify, at Customer’s expense, the Escrow Agent shall not deliver Deposit, at any time, upon reasonable notice, for its accuracy, completeness, and sufficiency; and, if the Escrow Materials Deposit is found to TAK. The fees be inaccurate, incomplete, or otherwise insufficient, PWW shall promptly correct the problem and costs charged by reimburse Customer for the cost of such verification. 8.2 PWW shall instruct the Escrow Agent to establish release the Escrow Deposit in its entirety to Customer in the event that, during the term of this Agreement: (a) PWW is adjudicated insolvent, or consents or acquiesces to the appointment of a receiver or liquidator; (b) PWW’s board of directors or a majority of its shareholders take any action towards the dissolution or liquidation of PWW; (c) PWW voluntarily or involuntarily becomes a debtor subject to proceedings under the United States Bankruptcy Code or the bankruptcy code of any other jurisdiction, PWW makes an assignment for the benefit of creditors, or a receiver is appointed for PWW and maintain such proceedings are not dismissed within 180 days; (d) PWW ceases to conduct business in the ordinary course for a period of 10 business days and has no plan to resume normal conduct of its business within the next 30 business days; or (e) PWW undergoes a change in control which results in termination of this Agreement by PWW for convenience prior to the parties entering into the Platform Agreement. If PWW as debtor in possession or a trustee in bankruptcy for PWW in a case under the United States Bankruptcy Code rejects this Agreement, Customer may elect to retain its rights under this Agreement as provided for in 11 U.S.C.§ 365(n). 8.3 In the event the Escrow Agent terminates the Escrow Agreement shall be paid by WINK (provided during the term of this Agreement, upon Customer’s request, PWW will promptly enter into another escrow agreement with an alternative escrow agent of similar nature and stature. 8.4 In the event that 50% of such amount shall be reimbursed to WINK by TAK) Any of Customer obtains the following events shall be deemed to be Release Conditions: (i) WINK defaults on its obligation to cure a major bug, such bug being of a nature to significantly affect TAK's business and such default is not cured within forty-five (45) days after written notice by TAK; or (ii) WINK fails to deliver a major enhancement to the WINK Engine in any four (4) year period following the date of the last Product Release and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iii) Having notified TAK of its decision Escrow Deposit pursuant to this Section 8, PWW hereby grants Customer a fully-paid up, non-exclusive, worldwide, irrevocable license to use, copy and modify the provisions Escrow Deposit only for the purpose of Section 6.13supporting the Solution, WINK fails to commit to promptly develop (at WINK's normal consulting rates) any new Version Release or Product Release requested by TAK and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iv) WINK fails to provide Support as the purposes set forth in this Agreement Part 1 of Exhibit A to the Development PSA, and such default is not cured within sixty (60) days after written notice by TAK, or (v) WINK files or there is filed against it any petition in bankruptcy which petition has not been dismissed within 60 days of its filing, provided however, that no Release Condition shall occur other purposes as may be identified in the event Platform Agreement. Customer’s use of the WINK Escrow Deposit is subject to the restrictions and obligations contained in this Agreement, and any subsequent Platform Agreement entered into by the parties, and will be deemed Confidential Information of PWW. Customer may not disclose the content of the Escrow Deposit to any third party, other than employees or consultants of Customer with a "debtorneed to access such Escrow Deposit in order to support the Solution, unless approved by PWW in writing. Any third party provided access to the Escrow Deposit must be subject to a written confidentiality obligation. In addition, Customer may not sub-inlicense the content of the Escrow Deposit, except to end-possession" under a Chapter 11 proceeding [users of the Solution solely as necessary for such end-users to use the Solution. 8.5 The terms of this Section 8 will be superseded and no Release Condition has otherwise occurred under Section 16(i), (ii), (iii) or (iv) above]replaced by any escrow provisions contained in the Platform Agreement.

Source Code Escrow. 16.1 Within six (6) months following 30 a. CONTRACTOR hereby agrees to deposit, at its sole expense, the completion and acceptance of the DeliverablesLicensed Software, WINK shall enter into a standard form of in 31 source code form (the “Source Code”), into escrow agreement pursuant to the terms of that certain High 32 Technology Escrow Agreement ("the “Source Code Escrow Agreement"”) with Data Securities Internationaldated January l, Inc. 1996, between 33 CONTRACTOR and U.S. Bank ("the “Escrow Agent"). Such Escrow Agreement shall provide for WINK's delivery and deposit from time to time (including Product Releases, Version Releases and Updates”) with in the Escrow Agent of source code and proprietary materials in both electronic (e.g., CD-ROM or diskette) and documented paper format for each piece of software ("Escrow Materials") related to the Licensed Products and WINK shall make such deposits. Until a condition of release ("Release Condition") occurs form attached hereto as defined herein and the notice conditions of the Escrow Agreement have been met, the Exhibit D. The 34 Escrow Agent shall not deliver be required pursuant to the Escrow Materials to TAK. The fees and costs charged by terms of the Escrow Agent to establish and maintain the Source Code Escrow Agreement shall be paid by WINK (provided and this 35 Paragraph, to deliver a copy of the Source Code to COUNTY in the event that 50% of such amount shall be reimbursed to WINK by TAK) Any any of the following events shall be deemed to be 36 conditions (“Release Conditions:”) occur: 37 // (i1 1) WINK defaults on CONTRACTOR fails to meet any of its obligation material Support obligations hereunder and 2 fails to cure a major bug, such bug being failure with thirty (30) calendar days of a nature to significantly affect TAK's business and such default is not cured within forty-five (45) days after written notice by TAK; orthereof COUNTY; (ii3 2) WINK CONTRACTOR fails to deliver provide a major enhancement to the WINK Engine in New Release or version of any four Licensed 4 Software module adding new functionality or significantly improving existing functionality within thirty 5 six (436) year period following the date months of the last Product 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 such failure to provide such enhancement is the same 8 has not cured been discharged or terminated within sixty (60) days after written notice by TAKcalendar days; or (iii9 4) Having notified TAK 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 its decision pursuant 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 the provisions COUNTY in accordance with 13 terms of Section 6.137 of the High Technology Escrow Agreement. 14 b. CONTRACTOR will deliver the Escrow Agent a new copy of all Source Code, WINK fails 15 including the Source Code for any New Release, no less than once every year without COUNTY’s 16 request to commit to promptly develop (do so. In the event that a Release Condition occurs and, at WINK's normal consulting rates) any new Version such time, CONTRACTOR has 17 issued a New Release or Product Release requested by TAK and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iv) WINK fails to provide Support as set forth in this Agreement and such default is not cured within sixty (60) days after written notice by TAK, or (v) WINK files or there is filed against it any petition in bankruptcy which petition but has not been dismissed deposited the Source Code for such New Release with the Escrow 18 Agent, CONTRACTOR shall, upon COUNTY’s request, within 60 five (5) business days deliver a copy of its filing, provided however, that no 19 the Source Code for such New Release Condition shall occur in to COUNTY. In the event the WINK Source Code or any part of it is 20 destroyed or corrupted after entering into the possession of COUNTY, upon COUNTY’s request, 21 CONTRACTOR shall provide a "debtor-in-possession" under a Chapter 11 proceeding [and no Release Condition has otherwise occurred under Section 16(i), replacement copy of the Source Code within thirty (ii), (iii30) or (iv) above].calendar days of 22 receipt of COUNTY’s written request. 23 G. EQUIPMENT AND SUBLICENSED SOFTWARE MAINTENANCE:

Source Code Escrow. 16.1 Within six (6) months following 34 a. CONTRACTOR hereby agrees to deposit, at its sole expense, the completion and acceptance of the DeliverablesLicensed Software, WINK shall enter into a standard form of in 35 source code form (the “Source Code”), into escrow agreement pursuant to the terms of that certain High 36 Technology Escrow Agreement ("the “Source Code Escrow Agreement"”) with Data Securities Internationaldated January l, Inc. 1996, between 37 CONTRACTOR and U.S. Bank ("the “Escrow Agent"). Such Escrow Agreement shall provide for WINK's delivery and deposit from time to time ”) in the form attached hereto as Exhibit D. The 14 of 2014 EXHIBIT A C:\USERS\▇▇▇▇▇▇ ▇▇▇▇▇\DESKTOP\CERNER EHR\EHR FINAL K DOCS\CERNER-EHR-12-16-DD FINAL 9-11-12 (including Product Releases, Version Releases and Updates) with the Escrow Agent REDLINE).DOCX CER02ADMKK13 HCA ASR 12-000930 Page 52 of source code and proprietary materials in both electronic (e.g., CD-ROM or diskette) and documented paper format for each piece of software ("Escrow Materials") related to the Licensed Products and WINK shall make such deposits. Until a condition of release ("Release Condition") occurs as defined herein and the notice conditions of the Escrow Agreement have been met, the 310 1 Escrow Agent shall not deliver be required pursuant to the Escrow Materials to TAK. The fees and costs charged by terms of the Escrow Agent to establish and maintain the Source Code Escrow Agreement shall be paid by WINK (provided and this 2 Paragraph, to deliver a copy of the Source Code to COUNTY in the event that 50% of such amount shall be reimbursed to WINK by TAK) Any any of the following events shall be deemed to be 3 conditions (“Release Conditions”) occur: (i4 1) WINK defaults on CONTRACTOR fails to meet any of its obligation material Support obligations hereunder and 5 fails to cure a major bug, such bug being of a nature to significantly affect TAK's business and such default is not cured within forty-five failure with thirty (4530) days after of written notice by TAK; orthereof COUNTY; (ii6 2) WINK CONTRACTOR fails to deliver provide a major enhancement to the WINK Engine in New Release or version of any four Licensed 7 Software module adding new functionality or significantly improving existing functionality within thirty 8 six (436) year period following the date months of the last Product previous New Release or version; 9 3) CONTRACTOR becomes insolvent or has availed itself of, or has been subjected 10 to by any third party, a proceeding in bankruptcy in which CONTRACTOR is named debtor and such failure to provide such enhancement is the 11 same has not cured been discharged or terminated within sixty (60) days after written notice by TAKdays; or (iii12 4) Having notified TAK of its decision pursuant Contactor liquidates, dissolves or ceases to the provisions of Section 6.13, WINK fails to commit to promptly develop (at WINK's normal consulting rates) any new Version Release or Product Release requested by TAK conduct business and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iv) WINK fails to provide Support as set forth in this Agreement and such default is not cured within sixty (60) days after written notice by TAK, or (v) WINK files or there is filed against it any petition in bankruptcy which petition has not been dismissed within 60 days assigned 13 its obligations hereunder to a permitted successor, in accordance with the terms of its filing, provided however, that no Release Condition shall occur in the event the WINK is a "debtor-in-possession" under a Chapter 11 proceeding [and no Release Condition has otherwise occurred under Section 16(i), (ii), (iii) or (iv) above]this Agreement.

Source Code Escrow. 16.1 Within six (6) months following 27 a. CONTRACTOR hereby agrees to deposit, at its sole expense, the completion and acceptance of the DeliverablesLicensed Software, WINK shall enter into a standard form of in 28 source code form (the “Source Code”), into escrow agreement pursuant to the terms of that certain High Technology 29 Escrow Agreement ("the “Source Code Escrow Agreement"”) with Data Securities Internationaldated January l, Inc. 1996, between 30 CONTRACTOR and U.S. Bank ("the “Escrow Agent"). Such Escrow Agreement shall provide for WINK's delivery and deposit from time to time (including Product Releases, Version Releases and Updates”) with the Escrow Agent of source code and proprietary materials in both electronic (e.g., CD-ROM or diskette) and documented paper format for each piece of software ("Escrow Materials") related to the Licensed Products and WINK shall make such deposits. Until a condition of release ("Release Condition") occurs as defined herein and the notice conditions of the Escrow Agreement have been met, the .[DJ3]The Escrow Agent shall not deliver be required 31 pursuant to the Escrow Materials to TAK. The fees and costs charged by terms of the Escrow Agent to establish and maintain the Source Code Escrow Agreement shall be paid by WINK (provided and this Paragraph, to deliver a copy of the 32 Source Code to COUNTY in the event that 50% of such amount shall be reimbursed to WINK by TAK) Any any of the following events shall be deemed to be conditions (“Release Conditions”) 33 occur: (i34 1) WINK defaults on CONTRACTOR fails to meet any of its obligation material Support obligations hereunder and 35 fails to cure a major bug, such bug being failure with thirty (30) calendar days of a nature to significantly affect TAK's business and such default is not cured within forty-five (45) days after written notice by TAKthereof COUNTY; or36 // 37 // (ii1 2) WINK CONTRACTOR fails to deliver provide a major enhancement to the WINK Engine in New Release or version of any four Licensed 2 Software module adding new functionality or significantly improving existing functionality within thirty 3 six (436) year period following the date months of the last Product previous New Release or version; 4 3) CONTRACTOR becomes insolvent or has availed itself of, or has been subjected to 5 by any third party, a proceeding in bankruptcy in which CONTRACTOR is named debtor and such failure to provide such enhancement is the same 6 has not cured been discharged or terminated within sixty (60) days after written notice by TAKcalendar days; or (iii7 4) Having notified TAK CONTRACTOR liquidates, dissolves or ceases to conduct business and has not 8 assigned its obligations hereunder to a permitted successor, in accordance with the terms of its decision pursuant this 9 Agreement. Escrow Agent shall recognize the occurrence of any of the Release Conditions as 10 circumstances under which the Escrowed Property shall be delivered to the provisions COUNTY in accordance with 11 terms of Section 6.137 of the High Technology Escrow Agreement. 12 b. CONTRACTOR will deliver the Escrow Agent a new copy of all Source Code, WINK fails to commit to promptly develop (at WINK's normal consulting rates) 13 including the Source Code for any new Version Release or Product Release requested by TAK and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iv) WINK fails to provide Support as set forth in this Agreement and such default is not cured within sixty (60) days after written notice by TAKNew Release, or (v) WINK files or there is filed against it any petition in bankruptcy which petition has not been dismissed within 60 days of its filing, provided however, that no Release Condition shall occur in the event the WINK is a "debtor-in-possession" under a Chapter 11 proceeding [and no Release Condition has otherwise occurred under Section 16(i), (ii), (iii) or (iv) above].less than once every year without COUNTY’s

Source Code Escrow. 16.1 Within six (6) months following 22 a. CONTRACTOR hereby agrees to deposit, at its sole expense, the completion and acceptance of the DeliverablesLicensed Software, WINK shall enter into a standard form of in 23 source code form (the “Source Code”), into escrow agreement pursuant to the terms of that certain High 24 Technology Escrow Agreement ("the “Source Code Escrow Agreement"”) with Data Securities Internationaldated January l, Inc. 1996, between 25 CONTRACTOR and U.S. Bank ("the “Escrow Agent"). Such Escrow Agreement shall provide for WINK's delivery and deposit from time to time (including Product Releases, Version Releases and Updates”) with in the Escrow Agent of source code and proprietary materials in both electronic (e.g., CD-ROM or diskette) and documented paper format for each piece of software ("Escrow Materials") related to the Licensed Products and WINK shall make such deposits. Until a condition of release ("Release Condition") occurs form attached hereto as defined herein and the notice conditions of the Escrow Agreement have been met, the Exhibit D. The 26 Escrow Agent shall not deliver be required pursuant to the Escrow Materials to TAK. The fees and costs charged by terms of the Escrow Agent to establish and maintain the Source Code Escrow Agreement shall be paid by WINK (provided and this 27 Paragraph, to deliver a copy of the Source Code to COUNTY in the event that 50% of such amount shall be reimbursed to WINK by TAK) Any any of the following events shall be deemed to be 28 conditions (“Release Conditions”) occur: (i29 1) WINK defaults on CONTRACTOR fails to meet any of its obligation material Support obligations hereunder and 30 fails to cure a major bug, such bug being failure with thirty (30) calendar days of a nature to significantly affect TAK's business and such default is not cured within forty-five (45) days after written notice by TAK; orthereof COUNTY; (ii31 2) WINK CONTRACTOR fails to deliver provide a major enhancement to the WINK Engine in New Release or version of any four Licensed 32 Software module adding new functionality or significantly improving existing functionality within thirty 33 six (436) year period following the date months of the last Product 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 such failure to provide such enhancement is the 36 same has not cured been discharged or terminated within sixty (60) days after written notice by TAKcalendar days; oror 37 // (iii1 4) Having notified TAK 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 its decision pursuant 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 the provisions COUNTY in accordance with 5 terms of Section 6.137 of the High Technology Escrow Agreement. 6 b. CONTRACTOR will deliver the Escrow Agent a new copy of all Source Code, WINK fails 7 including the Source Code for any New Release, no less than once every year without COUNTY’s 8 request to commit to promptly develop (do so. In the event that a Release Condition occurs and, at WINK's normal consulting rates) any new Version such time, CONTRACTOR has 9 issued a New Release or Product Release requested by TAK and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iv) WINK fails to provide Support as set forth in this Agreement and such default is not cured within sixty (60) days after written notice by TAK, or (v) WINK files or there is filed against it any petition in bankruptcy which petition but has not been dismissed deposited the Source Code for such New Release with the Escrow 10 Agent, CONTRACTOR shall, upon COUNTY’s request, within 60 five (5) business days deliver a copy of its filing, provided however, that no 11 the Source Code for such New Release Condition shall occur in to COUNTY. In the event the WINK Source Code or any part of it is 12 destroyed or corrupted after entering into the possession of COUNTY, upon COUNTY’s request, 13 CONTRACTOR shall provide a "debtor-in-possession" under a Chapter 11 proceeding [and no Release Condition has otherwise occurred under Section 16(i), replacement copy of the Source Code within thirty (ii), (iii30) or (iv) above]calendar days 14 of receipt of COUNTY’s written request.

Source Code Escrow. 16.1 Within six (6) months following 1 a. CONTRACTOR hereby agrees to deposit, at its sole expense, the completion and acceptance of the DeliverablesLicensed Software, WINK shall enter into a standard form of in 2 source code form (the “Source Code”), into escrow agreement pursuant to the terms of that certain High 3 Technology Escrow Agreement ("the “Source Code Escrow Agreement"”) with Data Securities Internationaldated January l, Inc. 1996, between 4 CONTRACTOR and U.S. Bank ("the “Escrow Agent"). Such Escrow Agreement shall provide for WINK's delivery and deposit from time to time (including Product Releases, Version Releases and Updates”) with in the Escrow Agent of source code and proprietary materials in both electronic (e.g., CD-ROM or diskette) and documented paper format for each piece of software ("Escrow Materials") related to the Licensed Products and WINK shall make such deposits. Until a condition of release ("Release Condition") occurs form attached hereto as defined herein and the notice conditions of the Escrow Agreement have been met, the Exhibit D. The 5 Escrow Agent shall not deliver be required pursuant to the Escrow Materials to TAK. The fees and costs charged by terms of the Escrow Agent to establish and maintain the Source Code Escrow Agreement shall be paid by WINK (provided and this 6 Paragraph, to deliver a copy of the Source Code to COUNTY in the event that 50% of such amount shall be reimbursed to WINK by TAK) Any any of the following events shall be deemed to be 7 conditions (“Release Conditions”) occur: (i8 1) WINK defaults on CONTRACTOR fails to meet any of its obligation material Support obligations hereunder and 9 fails to cure a major bug, such bug being failure with thirty (30) calendar days of a nature to significantly affect TAK's business and such default is not cured within forty-five (45) days after written notice by TAK; orthereof COUNTY; (ii10 2) WINK CONTRACTOR fails to deliver provide a major enhancement to the WINK Engine in New Release or version of any four Licensed 11 Software module adding new functionality or significantly improving existing functionality within thirty 12 six (436) year period following the date months of the last Product 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 such failure to provide such enhancement is the same 15 has not cured been discharged or terminated within sixty (60) days after written notice by TAKcalendar days; or (iii16 4) Having notified TAK 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 its decision pursuant 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 the provisions COUNTY in accordance with 20 terms of Section 6.137 of the High Technology Escrow Agreement. 21 b. CONTRACTOR will deliver the Escrow Agent a new copy of all Source Code, WINK fails to commit to promptly develop (at WINK's normal consulting rates) 22 including the Source Code for any new Version Release or Product Release requested by TAK and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iv) WINK fails to provide Support as set forth in this Agreement and such default is not cured within sixty (60) days after written notice by TAKNew Release, or (v) WINK files or there is filed against it any petition in bankruptcy which petition has not been dismissed within 60 days of its filing, provided however, that no Release Condition shall occur in the event the WINK is a "debtor-in-possession" under a Chapter 11 proceeding [and no Release Condition has otherwise occurred under Section 16(i), (ii), (iii) or (iv) above].less than once every year without COUNTY’s

Source Code Escrow. 16.1 (a) Within six (6) months following the completion and acceptance 30 days of the DeliverablesEffective Date, WINK Extricity will amend its existing Source Code Escrow arrangement to include AspenTech as a beneficiary, and such Source Code Escrow will include all the Extricity Products which are subject to this Agreement. Release provisions for the Source Code Escrow shall enter into be: (i) bankruptcy or insolvency of Extricity; or (ii) termination by Extricity of the licensing, support and maintenance of Extricity Products, and there is no successor in interest to the obligations of Extricity under this Agreement; or (iii) Change of Control of Extricity and the acquirer is a standard form Direct Competitor of source code escrow AspenTech and either Extricity or the Direct Competitor of AspenTech materially breaches this Agreement subsequent to the Change of Control and such material breach is not cured within 30 days of written notice from AspenTech, such notice setting forth in detail the material breach. For purposes of this Section 3(a), a "Change of Control" will mean the acquisition by a third party of 51% or more of the combined voting power of an entity's then outstanding voting securities and a "Direct Competitor of AspenTech" will mean an entity which is listed on Exhibit G, as such exhibit may be modified by mutual agreement ("Escrow Agreement") with Data Securities International, Inc. ("Escrow Agent"). Such Escrow Agreement shall provide for WINK's delivery and deposit of the parties from time to time time. For the purposes of this provision, 'material breach' shall include without limitation a material failure by Extricity or the acquirer to fulfill its obligations set forth in Sections 2, 3(b), 6, 8, 9.3, 10, 11, 14, 15, 16, 17, 21 and 22.1 of this Agreement. The provisions of subsection 3(a)(iii) will not apply if, prior to a Change of Control of Extricity to a Direct Competitor of AspenTech, there has been a Change of Control of AspenTech. (b) If there is a release of the Source Code pursuant to the terms of Section 3(a)(iii), then the Source Code shall be released to AspenTech from the Source Code Escrow, and AspenTech may use the license granted hereby, for the period of 24 months from the date of such release (the "Release Period"), to use the Source Code to support, Upgrade and Update the Extricity Products to the extent necessary to allow AspenTech to continue to license the Extricity Product to its customers and provide related support in accordance with the terms of this Agreement for the Release Period. In such event, AspenTech shall be required to fulfill all of its obligations under this Agreement, including Product Releasesbut not limited to, Version Releases the obligations to protect the Intellectual Property Rights of Extricity, use the Extricity Products only for the purposes specified in this Agreement, and Updatesto pay the applicable Royalty Amounts under this Agreement until the end of the Release Extricity Software 7 Proprietary and Confidential 8 SEC Exhibit 10.44 Period; provided however, that the Royalty Amount will be decreased to an amount equal to [redact]% of the then current Royalty Amount for the first 12 months of the Release Period and then decreased to [redact]% of the then current Royalty Amount for the last 12 months of the Release Period. If there is a release of the Source Code pursuant to the terms of Sections 3(a)(i) and (ii), then the limitations on the release as set forth in Section 3(b) will not apply. (c) Within 30 days after Extricity makes a New Release, Update, Upgrade, the Source Code and Documentation for the same shall be deposited with the Escrow Agent of source code by Extricity in compliance with the terms and proprietary materials in both electronic (e.g., CD-ROM or diskette) and documented paper format for each piece of software ("Escrow Materials") related to the Licensed Products and WINK shall make such deposits. Until a condition of release ("Release Condition") occurs as defined herein and the notice conditions of the Escrow Agreement have been metAgreement. Extricity shall provide AspenTech timely notice of each such New Releases, Updates, Upgrades so that AspenTech can exercise its rights and confirm the Escrow Agent shall not deliver the Escrow Materials to TAK. The fees and costs charged by the Escrow Agent to establish and maintain the Escrow Agreement shall be paid by WINK (provided that 50% of such amount shall be reimbursed to WINK by TAK) Any of the following events shall be deemed to be Release Conditions: (i) WINK defaults on its obligation to cure a major bug, such bug being of a nature to significantly affect TAK's business and such default is not cured within forty-five (45) days after written notice by TAK; or (ii) WINK fails to deliver a major enhancement to the WINK Engine in any four (4) year period following the date of the last Product Release and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iii) Having notified TAK of its decision pursuant to the provisions of Section 6.13, WINK fails to commit to promptly develop (at WINK's normal consulting rates) any new Version Release or Product Release requested by TAK and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iv) WINK fails to provide Support timely deposit as set forth in this Agreement and such default is not cured within sixty (60) days after written notice by TAK, or (v) WINK files or there is filed against it any petition in bankruptcy which petition has not been dismissed within 60 days of its filing, provided however, that no Release Condition shall occur in the event the WINK is a "debtor-in-possession" under a Chapter 11 proceeding [and no Release Condition has otherwise occurred under Section 16(i), (ii), (iii) or (iv) above]specified herein.

Source Code Escrow. 16.1 Within six (6) months following 6 a. CONTRACTOR hereby agrees to deposit, at its sole expense, the completion and acceptance of the DeliverablesLicensed Software, WINK shall enter into a standard form of in 7 source code form (the “Source Code”), into escrow agreement pursuant to the terms of that certain High 8 Technology Escrow Agreement ("the “Source Code Escrow Agreement"”) with Data Securities Internationaldated January l, Inc. 1996, between 9 CONTRACTOR and U.S. Bank ("the “Escrow Agent"). Such Escrow Agreement shall provide for WINK's delivery and deposit from time to time (including Product Releases, Version Releases and Updates”) with in the Escrow Agent of source code and proprietary materials in both electronic (e.g., CD-ROM or diskette) and documented paper format for each piece of software ("Escrow Materials") related to the Licensed Products and WINK shall make such deposits. Until a condition of release ("Release Condition") occurs form attached hereto as defined herein and the notice conditions of the Escrow Agreement have been met, the Exhibit D. The 10 Escrow Agent shall not deliver be required pursuant to the Escrow Materials to TAK. The fees and costs charged by terms of the Escrow Agent to establish and maintain the Source Code Escrow Agreement shall be paid by WINK (provided and this 11 Paragraph, to deliver a copy of the Source Code to COUNTY in the event that 50% of such amount shall be reimbursed to WINK by TAK) Any any of the following events shall be deemed to be 12 conditions (“Release Conditions”) occur: (i13 1) WINK defaults on CONTRACTOR fails to meet any of its obligation material Support obligations hereunder and 14 fails to cure a major bug, such bug being failure with thirty (30) calendar days of a nature to significantly affect TAK's business and such default is not cured within forty-five (45) days after written notice by TAK; orthereof COUNTY; (ii15 2) WINK CONTRACTOR fails to deliver provide a major enhancement to the WINK Engine in New Release or version of any four Licensed 16 Software module adding new functionality or significantly improving existing functionality within thirty 17 six (436) year period following the date months of the last Product previous New Release or version; 18 3) CONTRACTOR becomes insolvent or has availed itself of, or has been subjected to 19 by any third party, a proceeding in bankruptcy in which CONTRACTOR is named debtor and such failure to provide such enhancement is the same 20 has not cured been discharged or terminated within sixty (60) days after written notice by TAKcalendar days; or (iii21 4) Having notified TAK CONTRACTOR liquidates, dissolves or ceases to conduct business and has not 22 assigned its obligations hereunder to a permitted successor, in accordance with the terms of its decision pursuant this 23 Agreement. Escrow Agent shall recognize the occurrence of any of the Release Conditions as 24 circumstances under which the Escrowed Property shall be delivered to the provisions COUNTY in accordance with 25 terms of Section 6.137 of the High Technology Escrow Agreement. 26 b. CONTRACTOR will deliver the Escrow Agent a new copy of all Source Code, WINK fails to commit to promptly develop (at WINK's normal consulting rates) 27 including the Source Code for any new Version Release or Product Release requested by TAK and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iv) WINK fails to provide Support as set forth in this Agreement and such default is not cured within sixty (60) days after written notice by TAKNew Release, or (v) WINK files or there is filed against it any petition in bankruptcy which petition has not been dismissed within 60 days of its filing, provided however, that no Release Condition shall occur in the event the WINK is a "debtor-in-possession" under a Chapter 11 proceeding [and no Release Condition has otherwise occurred under Section 16(i), (ii), (iii) or (iv) above].less than once every year without COUNTY’s