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Master Escrow Source Code Master Agreement Deposit No: __________________ This Master Escrow Master Agreement, referred to herein as the Master Agreement, is entered into on this ________________________ (date) between ________________________ ( Acme, Inc.), a corporation organized and existing under the laws of the state of ________________________ (Name), with its principal office located at _____________________________________________ (street address, city, county, state, zip code) , and referred to herein as ________________________ ( Escrow Agent, ABC, Inc.), a corporation organized and existing under the laws of the state of (Name), with its principal office located at _____________________________________________ (street address, city, county, state, zip code) , and referred to herein as the Licensor, and any licensee having entered into a Sub Escrow Master Agreement (the Sub Agreement ) under the Master Agreement, together the referred to herein as Licensees. Whereas, the provisions of this Master Agreement shall apply to any Sub Agreements entered into under this Master Agreement; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. Definitions. The terms hereinafter set forth shall be defined as follows: A. Product shall refer to ________________________ (Name of Software) . B. License Agreement shall refer to t hat particular license agreement entered into between each individual licensee and the Licensor and the Licensee regarding that individual Licensee’s right to use the Product. C. Maintenance Agreement shall refer tp t hat particular maintenance agreement entered into between each individual licensee and the Licensor regarding maintenance of the Product. D. Source Code Material shall refer The Source Code to the Product, with appurtenant documentation and description of the development environment, further described in Attachment No 1 to the Master Agreement. E. Sub Agreement shall refer the Agreement between the Licensor and each individual licensee entered into under the Master Agreement regarding the deposit of one copy of the Source Code Material with the Escrow Agent II. Escrow. A. The Licensor shall, within ________________________ (number of days) days from the Licensor has received in return a copy of the Master Agreement signed by all parties, provide the Escrow Agent a sealed package containing one complete and updated copy of the Source Code Material. The Source Code Material is specified in Attachment No 1. B. The Licensor shall deliver the Source Code Material on a CD or in other forms of media if so agreed by with the Escrow Agent and the Licensee. The Source Code Material may not be in an encrypted form and it must be useable without submitting identification data. C. The Licensor shall deliver the Source Code Material by registered mail at its own risk and cost. The Licensor may also, if so agreed with the Escrow Agent, deliver the Source Code Material by a representative, who shall properly identify him or herself to the Escrow Agent and document his and her authorization. III. Source Code Material Upgrading. A. Upon the delivery by the Licensor to the Licensee of a new version of the Product pursuant to the Maintenance Master Agreement or any other Master Agreement, the Licensee shall within ________________________ (number) days after such delivery provide the Escrow Agent with an upgraded version of the Source Code Material. B. Subsequent to the first upgrading of the Source Code Material the Escrow Agent shall at all times be provided with the two latter versions of the Source Code Material. If the Licensor thereafter deposits a new version in accordance with Clause III-A , the Escrow Agent shall release to the Licensor the version of the Source Code Material then being the oldest. IV. Obligations of the Escrow Agent. The Escrow Agent undertakes to: A. Keep the Source Code Material in a secure place, so that discs/tapes/CDs or any other material may not be damaged due to fire, theft, vandalism etc. and so that intruders may not get access to the Source Code Material; B. In writing to the Licensor and the Licensee confirm the receipt of the Source Code Material within ________________________ (number) days after the Source Code Material or the upgraded version of the Source Code Material is deposited. Such confirmation shall include the date when the deposit/upgrading was being made and the name of the persons representing the Escrow Agent and the Licensor; C. Keep a written record of the updates of the Source Code Material being made, including the time and the name of the persons representing the Escrow Agent and the Licensor; D. Release the Source Code Material only if provided for in the Master Agreement. V. Obligations of the Licensor. A. The Licensor undertakes to: 1. Insure that the Source Code Material is being deposited with the Escrow Agent within the time limits set forth in Sections II and III of the Master Agreement; 2. For every deposit being made, state on the outside of the package, the following information:  Deposit No.;  The names of the Licensor and the Licensee;  The date of the deposit of the Source Code Material; and  Information on the complete content of the Source Code Material, cfr. Attachment No 1. The size of the package must not exceed the following size: _____________________________ (size) B. The Licensor guarantees that: 1. The Licensor possesses the exclusive intellectual property rights to the Source Code Material, alternatively that the Licensor is entitled according to Master Agreement with the possessor of the intellectual property rights to enter into the Master Agreement, and that 2. The Source Code Material consists of complete copies and otherwise is in compliance with Attachment No 1. VI. Conditions to release the Source Code Material to the Licensee A. The Licensee is entitled to have the Source Code Material released from the Licensor and/or the Escrow Agent in situations mentioned in Sections VI-A-1 and VI-A-2 below. The Escrow Agent undertakes to, pursuant to Sections VII and VIII below to release the Source Code Material in the same situations. 1. The Licensor in writing requests the Source Code Material to be released to the Licensee, or 2. The Licensee in writing requests the Source Code Material to be released. The request shall state the reason for the request of release, which must be one or more of the situations described in Subsections (i), (ii) and (iii) below: (i) The Licensee has cancelled the Maintenance Agreement due to material default by the Licensor; or (ii) The Licensor has declared that he no longer maintains the Product, or that the Licensor has terminated his business, and consequently that it must be regarded as very likely that the Licensor no longer will maintain the Product; or (iii) The Licensor goes into liquidation, bankruptcy, opens debt negotiations, enters into composition arrangements of any kind or declares insolvency. B. In the event that the Escrow Agent receives a written request from the Licensee that the Source Code Material be released, the Escrow Agent shall immediately forward a copy of such request to the Licensor. The copy shall be sent to the Licensor by registered mail. In addition, the Escrow Agent shall send the copy by e-mail to the Licensor. The Licensor may change address and e-mail in writing to the Escrow Agent. VII. Release of the Source Code according to Section VI-A-1. The Escrow Agent shall immediately upon receipt of a written request pursuant to Section VI-A-1 release the Source Code Material to the Licensee. The Source Code Material shall be released in compliance with Section XII-D. VIII. Release of the Source Code according to Clause VI-A-2. A. Unless the Escrow Agent has received a protest from the Licensor pursuant to Section VIII-B below, the Escrow Agent shall release the Source Code Material to the Licensee within fifteen days after the copy of the Licensee’s request for release according to Section VI-A-2 is sent to the Licensor pursuant to Section VI-B . The Source Code Material shall be released in accordance with Section XII-D. B. In the event that the Escrow Agent within ten days after the copy of the Licensee’s request for release according to Section VI-A-2 is sent to the Licensor, receives a written protest to the effect that the Source Code Material not be released as the Licensor argues that the conditions for release according to Section VI-A-2 are not met, the Escrow Agent shall keep the Source Code Material in escrow until there is a court ruling or enforcement order authorizing the release of the Source Code Material. The court ruling or enforcement order need not be final. The Escrow Agent is not a party to such matter. IX. Limited Right of Licensee to Use the Source Code Material upon Release. A. In the event the Licensee has had the Source Code Material released in accordance with Sections VII or VIII, the Licensee is entitled to use the Source Code Material within the following limits: 1. The Source Code Material may only be used to understand, maintain and rectify errors in the Product in compliance with the obligations of maintenance undertaken by the Licensor in the Maintenance Agreement. Such maintenance may only take place to enable the Licensee to continue to use the Product for the purposes and otherwise within the limits set forth in the License Agreement. 2. The Licensee may not make the Source Code Material available to others than employees or contractors of the Licensee, who would need access to the Source Code Material to understand, maintain or rectify errors in the Product. The Licensee has no right to market the Product or to give a third party the right to use the Product. 3. When the Licensee’s right to use the Product in accordance with the License Agreement terminates, the Licensee undertakes to return the Source Code Material immediately to the Licensor, or destroy the Source Code Material if the Licensor so chooses. X. Intellectual Property Rights. Except the Licensee’s right to maintain the Product pursuant to Section IX above, the Master Agreement does not influence on the parties’ intellectual property rights to any part of the Product or the Source Code Material. The Escrow Agent is an escrow agent only and has no rights to the Product. XI. Confidentiality. A. The Escrow Agent undertakes to maintain any information and documentation received by it under the Master Agreement in confidence. The Escrow Agent further agrees not to release any such information or documentation under other conditions than those set forth in the Master Agreement. B. The Escrow Agent agrees to maintain the provisions of Section XI even after the Master Agreement is terminated. XII. Termination of the Master Agreement. A. The Master Agreement terminates if one of the following incidents occurs: 1. The Licensee in writing to the Escrow Agent terminates the Sub Agreement; 2. The Escrow Agent releases the Source Code Material to the Licensee according to Sections VII or VIII; 3. If the escrow fee is not paid within ninety days after the Escrow Agent has sent a written reminder to the Licensee, the Escrow Agent may terminate the Master Agreement by written notice to the Licensor and the Licensee. A payment reminder may at the earliest be sent on payment date. 4. The Licensor’s obligation to maintain the Product according to the License Agreement or the Maintenance Agreement expires. B. When the Master Agreement terminates in accordance with Section XII- A-1 or XII-B-3 above, the Source Code Material shall immediately be released to such third party as the Licensee and the Licensor together have appointed. When the Master Agreement is terminated in accordance with Section XII-A-4, the Source Code shall be released to the Licensor. C. In the event that the Licensee and the Licensor have not within thirty days from the Escrow Agent’s receipt of the request pursuant to Section XII-A-1 , or at the expiration of the time limit set forth in Section XII-A-3 , jointly informed the Escrow Agent about whom the Source Code Material shall be released to, the Source Code Material shall be released to the Licensor. D. The Escrow Agent shall, at the addressee’s cost and risk, send the Source Code Material by registered mail or deliver it by hand. XIII. Escrow Fee. A. The Escrow Agent`s fee, which include an initial fee, an annual fee and a fee for Material updates, is set out in the price list available on the Escrow Agent`s website. The Escrow Agent shall have the right to change the price list annually. B. A value-added tax will be charged. C. The Initial Fee shall be invoiced in conjunction with the entering into of the Master Agreement. Each Annual Sub Agreement Fee shall accrue from the same date the relevant Sub Agreement was entered into and shall be invoiced in advance for each year on the same date and month as this Sub Agreement has been entered into. D. The Licensor shall pay the Initial Fee, and each Licensee shall pay the Annual Sub Agreement Fee and the Material update Fee for the relevant Sub Agreement. The Escrow Agent may however seek recovery at the Licensee only, whereby the Licensee may require refund by the Licensor. In any event the Licensee is entitled to pay the Licensor’s part of the escrow fee in order to avoid termination by the Escrow Agent pursuant to XII-A-3, and may then require refund from the Licensor. E. Regardless of the other provisions of this Master Agreement, the Escrow Agent is entitled to keep the Source Code Material until fees payable under this Master Agreement has been finally settled. XIV. Liability of the Escrow Agent A. The Escrow Agent shall not be liable as the accuracy, description, relevance, completeness, merchantable quality or fitness for any purpose of the Source Code Material. B. The Escrow Agent shall not be liable to determine that the Source Code Material is correct, complete, fit, functional, or whether the material deposited actually is in full accordance with the description in Attachment No 1. C. The Escrow Agent shall be liable to pay damages for financial losses suffered by the Licensor and the Licensee as a result of the Escrow Agent’s negligence in performing its obligations under the Master Agreement. The Escrow Agent shall not be liable for any damages in excess of ____________ (number) times the annual fee, however in any event limited to $ ____________ . The limitations shall not apply in case of gross negligence or willful act. D. The Licensor and the Licensee are separately liable to pay damages for financial losses suffered by the Escrow Agent as a result of the relevant party’s negligence. E. The Licensor’s and the Licensee’s liability to pay financial losses to one another are exhaustively described in the License Agreement and the Maintenance Agreement. XV. Addresses. The Licensor and the Licensee must keep the Escrow Agent informed of its respective addresses and telephone and e-mail addresses. The Escrow Agent has complied with his obligations under the Escrow Master Agreement if he has tried to contact the parties on the addresses etc. set forth in the Escrow Master Agreement or which are otherwise given to him. A. Licensor  _____________________________________________ (Mailing Address)  _____________________________ ( Phone)  _____________________________ (Fax)  _____________________________ (E-Mail)  _____________________________ (Contact) B. Escrow Agent:  _____________________________________________ (Mailing Address)  _____________________________ ( Phone)  _____________________________ (Fax)  _____________________________ (E-Mail)  _____________________________ (Contact) XVI. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. XVII. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. XVIII. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of __________________ (name of state). XIX. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth in Section XV. XX. Mandatory Arbitration . Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XXI. Entire Agreement . This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. XXII. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XXIII. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. XXIV. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. XXV. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated. _____________________________ _____________________________ (ACME, Inc.) ( ABC, Inc. ) By:________________________ By:_________________________ (Signature of Officer) (Signature of Officer) _____________________________ _____________________________ (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation)