Attachment K SAMPLE SOFTWARE ESCROW AGREEMENT ...

enjoined by any order of court, or any other order, judgment or decree shall be made or entered
by any court affecting such property, or any part thereof, or any act of the Escrow Agent, the
Escrow Agent is hereby expressly authorized in its sole discretion to obey and comply with all
writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction,
and in case the Escrow Agent obeys and complies with any such writ, order, judgment or decree
it shall not be liable to ____________ or End-User, their successors, heirs, or personal
representatives or to any other person, firm or corporation, by reason of such compliance
notwithstanding that such writ, order, judgment or decree be subsequently reversed, modified,
annulled, set aside or vacated.
Section 29. In the event of doubt by the Escrow Agent as to its duties or liabilities under
the provisions of this Escrow Agreement, unless ____________ and the End-User provide
evidence in writing to the Escrow Agent that they mutually agree to the disbursement or
retention of any media containing Source Codes, the Escrow Agent shall continue to hold such
media which is the subject of this Escrow Agreement until (i) a determination respecting
disposition of such media is made by the Maryland State Board of Contract Appeals, when such
determination is not appealed in a timely fashion; or (ii) a judgment by a court of competent
jurisdiction determining the rights of the parties to the media containing the Source Codes.
However, should suit be filed or appeal taken to a court of competent jurisdiction and such
litigation be unresolved 60 days before the end of the term of this Escrow Agreement and
renewal hereof, the Escrow Agent may deposit the disputed media containing Source Codes then
held pursuant to the Escrow Agreement with the Clerk of the Circuit Court of the County having
jurisdiction over the dispute and, upon immediate notification of such action to ____________
and End-User, all liability on the part of the Escrow Agent with respect to its actions relating to
such deposited media from the date after such deposit, shall fully terminate. In the event of any
edit between ____________ and the End-User wherein the Escrow Agent is made a party by
virtue of acting as such Escrow Agent hereunder, or in the event of any suit wherein Escrow
Agent interpleads the subject matter of this Escrow Agreement, the Escrow Agent agrees to
submit to suit in the State of Maryland, and, unless itself liable, shall be entitled to recover from
the parties reasonable attorney's fees and costs incurred, said fees and costs to be charged and
assessed as court costs in favor of the prevailing party. ____________ and End-User agree that
the Escrow Agent shall not be liable to them or to any other person, corporation or other entity
for monies and other property subject to this Escrow Agreement, except for misdelivery thereof
due to willful or negligent breach of this Escrow Agreement or other negligence on the part of
the Escrow Agent in performance of its obligations hereunder.
Section 30. Any notices required or permitted under this Escrow Agreement shall be in
writing and delivered in person or sent by registered or certified mail, return receipt requested
with proper postage prepaid, properly addressed as set forth below unless otherwise directed in
writing by ____________, Escrow Agent or End-User. Notice shall be effective the date noted
on the return receipt card, or upon delivery, if delivered in person.
For :____________
Name: _______________________________