Attachment K SAMPLE SOFTWARE ESCROW AGREEMENT ...

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Sources and retained by the Escrow Agent for the remainder of the term of this Escrow Agreement, unless itself replaced by a subsequent Modified Source. At End-User's option any Modified Sources shall be stored on the appropriate media. Section 13. Once within every twelve-month period on a date previously agreed to by ____________ and the Escrow Agent, duly authorized representatives of ____________ and the Escrow Agent shall be present together at the above-described vault or safe of the Escrow Agent for the purpose of making a physical inventory of the sealed Source Codes in escrow. To ensure against deterioration of the physical condition of Original Source Codes and Releases, at every inventory, ____________ shall replace Original Source Codes and Releases, if any, by new media containing identical Source Codes. The Escrow Agent shall report in writing to the End- User and to ____________ within fifteen (15) days the results of such inventory and shall attach a report of any delinquency in payments by ____________ to the Escrow Agent under the schedule of compensation for the services rendered under this Escrow Agreement. Section 14. ____________ further agrees to provide the End-User with an independent legal opinion stating ____________'s status with respect to filing for involuntary or voluntary bankruptcy, involuntary reorganization, receivership or voluntary liquidation in the county in which ____________ is incorporated; (i) on an annual basis no later than September 1 of each year, and (ii) within 15 days of any such filing or action. Section 15. The Escrow Agent will be authorized to release and must release to the End- User the media containing all Updated, Modified and/or Original Sources for a Application Software requested, plus the media containing all Updated, Modified and/or Original Sources for application software in accordance with Section 16 or 17 below upon receipt of notice from End- User that any of the following has occurred: a) ____________ fails either: (i) to offer End-User an Application Software identified in the Contract; or (ii) to perform modifications as requested by End-User in a reasonable period of time, at standard hourly rates; or (iii) to complete acceptance test procedures under the Contract for an Application Software as therein; or (iv) to perform modifications as requested by End-User in a reasonable number of hours within a reasonable period of time, and to complete acceptance test procedures for any enhancements, or for any other Application Software which ____________ agrees to provide to End-User under the Contract or any amendment thereto; or (v) Agreement; or to fulfill any warranty or covenant of the Contract, or of this Escrow b) ____________ fails either:
(i) to provide a renewal of any Perpetual Software License And Maintenance Schedule then in effect between the parties, containing at a minimum the same services then being provided, at prices in accordance with the Agreement; or if no Agreement for Software Maintenance and Enhancements should be in effect between the parties, and ____________ fails to provide at End-User's request, an Agreement for Software Maintenance and Enhancements, substantially the same as the most recent expired included in the Contract to which this Escrow Agreement is attached; or (ii) to perform satisfactorily under any Perpetual Software License And Maintenance Schedule then in effect between the parties; or (iii) to perform satisfactorily under this Escrow Agreement; or (iv) to pay the Escrow Agent when due the compensation for services under this Escrow Agreement, the failure of which has not been cured within 60 days; or (v) to offer any Application Software specified in the Contract or to make modifications to such Application Software under the Contract or under any Perpetual Software License And Maintenance Schedule compatible with, and on media compatible with, the computer hardware and operating system currently installed at End-User's place of business pursuant to the Contract. c) the Escrow Agent receives notice that the Maryland State Board of Contract Appeals has determined that ____________ has failed to perform or has otherwise defaulted under the Contract and no further appeal of such determination has been timely made by ____________. d) the Escrow Agent receives notice that any court of competent jurisdiction has determined that ____________ has failed to perform or has otherwise defaulted under the Contract between the parties. e) ____________ ceases to exist due to voluntary or involuntary liquidations, bankruptcy, merger or acquisition, appointment of receivership and any insolvency or reorganization, recognized in Title II of the United States Bankruptcy Code, of the corporation and the End-User gives notice under oath to the Escrow Agent or provides the Escrow Agent with a copy of the independent legal opinion provided in Section 14 of this Escrow Agreement verifying such facts. f) ____________ within sixty (60) days fails to lift any execution, garnishment attachment of such consequence as will impair its ability to carry on its operations; the assignment of assets by ____________ for the benefit of its creditors; the entry by ____________ into an agreement of composition with its creditors; or the appointment by order, judgment or decree of a court of competent jurisdiction of a receiver of the whole or a substantial portion of the property of ____________ (unless such order, judgment or decree is stayed within a period of sixty (60) days of the date of such order judgment or decree or unless such receiver is removed or discharged within sixty (60) days of the date of his qualification) and the End-User
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Page 3: whether the media contains an Origi
Page 7 and 8: Section 21. In the event the Escrow
Page 9 and 10: Title:: ___________________________
Page 11 and 12: IN WITNESS WHEREOF, the parties her

Attachment K SAMPLE SOFTWARE ESCROW AGREEMENT ...

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