Fill and Sign the Full Text of Ampquotmississippi Code Volume 03ampquot Internet Archive Form

-1- § 7.19 Form: Vendor Oriented Source Code Escrow Agreement Agreement made this ____ day of ____________ by and between __________ ("Depositor") and ____________("Licensee"). WHEREAS, the Depositor is the owner of the _________________ System ("___________"); and WHEREAS, the Licensee has the right to use the system software in its object code form pursuant to an agreement (the "Agreement") of even date herewith between the Depositor and the Licensee; and WHEREAS, the Depositor and the Licensee are desirous of creating a means by which the Licensee shall have access to the system software source code in the event that Depositor commits certain defaults as hereinafter set forth. NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1. Escrow Agent Promptly after Acceptance of the system software, as set forth in the Agreement, the Depositor shall deposit at _________________ ("Escrow Agent") the system software source code. 2. Revisions Promptly after the Depositor makes changes to the system software licensed to the Licensee, the Depositor shall place a copy of the revised system source code with the Escrow Agent. 3. Insolvency The Escrow Agent shall be directed by the Depositor to deliver to the Licensee, at no charge to the Licensee, the system source code applicable to the Agreement in the event that the Depositor enters into any voluntary or involuntary receivership arrangement or other insolvency procedures. 4. Ownership It is understood that ownership of the system program source code at all times belongs solely to the Depositor, and that any release to the Licensee of said system source code is only made as an accommodation to the Licensee and nothing thereby shall be deemed to vest any ownership thereof to the Licensee. 5. Termination of Insolvency Proceedings In the event that the receivership or insolvency procedures are terminated, the Licensee, within five days of receiving notice thereof, -2- shall return the system source code and all copies thereof to the Escrow Agent.6. Restrictions During any period of time in which the system source code is in the possession of the Licensee, it is agreed that the system source code shall be used only by the Licensee at the Designated Plants and Generating Stations set forth in the Agreement and shall not be duplicated, sold or licensed to others or marketed in any manner. 7. Indemnification The Depositor and Licensee do hereby agree to indemnify and hold harmless the Escrow Agent against any and all loss, damages, costs and expenses that may be incurred by the Escrow Agent by reason of the Escrow Agent's compliance in good faith with the terms of this Escrow Agreement. 8. Payment The Depositor agrees to pay the Escrow Agent for the Escrow Agent's services hereunder. 9. Modifications This Escrow Agreement shall not be revoked, rescinded or modified as to any of its terms and conditions except by consent in writing by the parties hereto. DEPOSITOR By: _______________ LICENSEE By: _______________