Attachment K SAMPLE SOFTWARE ESCROW AGREEMENT ...

delinquent compensation in order to obtain the media containing Source Codes, the End-User
may only recover such amounts from ____________ or its successors or assigns.
Section 33. If the Escrow Agent fails to fulfill its obligations under this Escrow
Agreement properly and on time, or otherwise violates any provision of this Escrow Agreement,
the End-User may request in writing that ____________ terminate this Escrow Agreement. The
notice shall specify the acts or omissions which give cause for termination. In the event of
termination under this Section 33, the Escrow Agent shall convey the media containing Source
Codes safely and in good condition into the custody of a provisional escrow agent designated by
End-User and to this purpose shall maintain the media containing Source Codes in escrow in
good condition for a period of up to 60 days from receipt of notice of termination.
Section 34. This Escrow Agreement shall be construed and enforced according to the
laws of the State of Maryland.
Section 35. This Escrow Agreement is required under and is a part of the Agreement
which constitutes the entire agreement between ____________ and End-User, and shall remain
in effect until rescinded or modified in writing executed and agreed to by the Escrow Agent,
____________, and End-User, or notice of resignation in accordance with Section 20, or
termination in accordance with Section 33.
Section 36. This Escrow Agreement shall take effect upon final execution by all parties
of this Escrow Agreement and of the entire Agreement of which this Escrow Agreement forms a
part.
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