Attachment K SAMPLE SOFTWARE ESCROW AGREEMENT ...

d) "Versions" – Substantial changes to the Application Software for which
____________ issues a Release and updates the identity number associated with the Application
Software. Example: ____________________________
e) "Enhancements" – General changes to the Applications Software requested by
End-User.
f) "Media" – All magnetic tapes, microfiche, disks, compact discs or any future
technology which contains the Source Codes.
g) "Source Codes" – Machine instructions for unique Application Software
computer programs for the End-User.
h) "Original Source Codes" – "Source Codes" without modifications or version
releases applied to it.
Section 2. ____________ will deliver to the Escrow Agent within 30 days of the
effective date of this Escrow Agreement, all Source Codes which meet the standard
specifications for all Applications Software specified in the Contract. All Sources Codes
referred to in this Escrow Agreement, whether they be Original Sources, Modified Sources or
Releases, are the program instructions for the applicable versions of the Applications Software
encoded in high level language(s) which are compatible with, and are stored on, media
compatible with the computer software purchased by End-User under the Contract. Any
reference in this Escrow Agreement to media means such compatible media containing the
applicable Source Code(s).
Section 3. ____________ will deliver the Escrow Agent, in accordance with the time
period specified in this Escrow Agreement, modified versions of the Source Codes for all
Application Software as modified for End-User and installed at the End-User's place of business.
Section 4. Each Modified Source delivered to the Escrow Agent pursuant to Section 3 of
this Escrow Agreement, shall correspond to the version of each Application Software as
currently installed at the End-User's place of business and accepted by End-User, and at the
option of End-User shall have been tested and sealed by the End-User and stored on media.
These Modified Sources shall be delivered to the Escrow Agent without 60 days of acceptance of
such Application Software by End-User, marked as Modified Sources, dated, and sealed after an
opportunity for physical inspection by the Escrow Agent pursuant to Section 7, and shall be
maintained by the Escrow Agent throughout the term of this Escrow Agreement, except in the
event of a substituted Modified Source, sealed and labeled and retained in accordance with
Section 3. Upon the first receipt of a sealed Modified Source for a Application Software, the
Escrow Agent shall release to ____________ the media containing the corresponding Standard
Source for that Application Software which was placed in escrow in accordance with Section 2.
Section 5. All media containing Source Codes will be placed in the custody of the
Escrow Agent in accordance with Section 7 in sealed container which will bear identification as
to the End-Users name and address, the date, version, and name of the Application Software and