1E9Ct5D

(Personal Information), Section 12 (Security), Section 13 (Data Backup and DisasterRecovery) or Section 14 (Indemnification), or any Availability Requirement, SupportService Level Requirement, Service Availability Credit or Service Level Creditobligations under this Agreement or an applicable Service Order;19. Software Escrow.19.1 Escrow Agreement. [Concurrently with their execution of this Agreement, theparties are entering into a source code escrow agreement/As soon as practicable after theEffective Date [but in no event later than Customer's Acceptance of the Hosted Services],the parties shall enter into a source code escrow Agreement] with [[NAME OF ESCROWAGENT]/a mutually agreed third-party escrow agent] ("Escrow Agent"). Such sourcecode escrow agreement [is/shall be] on the terms and conditions, and in the form,attached as Schedule [G] ("Escrow Agreement"). All terms and conditions of the EscrowAgreement are a part of, and by this reference are incorporated in, this Agreement, andany breach thereof by Provider shall be a breach of this Agreement.19.2 Release Events. Each of the following shall constitute a "Release Event" forpurposes of this Agreement and the Escrow Agreement [should they occur at any timeduring the Term or at any time at which the Services are performed or required to beperformed hereunder]:(a)Provider:(i)is the named debtor in any bankruptcy or insolvency proceeding;(ii) has made a general assignment for the benefit of its creditors;(iii) has terminated its on-going business operations or transfers all orsubstantially all of the assets or obligations associated with or set forthin this Agreement to a third party except in connection with acontinuation of the Provider's business;(iv) has terminated its provision of the Hosted Services or Support Servicesor ceased to perform the Hosted Services or Support Services for acontinuing period of [five (5) or more Business Days/thirty (30) ormore days] (by reason of a Force Majeure Event or otherwise), exceptpursuant to the expiration or termination of this Agreement inaccordance with its terms;(b) Provider's incapability, failure, or demonstrated or threatenedunwillingness, to perform fully any of the Services on a timely basis, whether or not thesame would give Customer a right to terminate this Agreement (other than pursuant toSection 7.4), it being understood and agreed that Provider shall be deemed to beincapable to perform the Services if either a duly authorized representative of Provider so49