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<br />liable for any third pal1y's compliance or noncompliance with the tern1S of the nondisclosure <br />agreement nor shall the nondisclosure agreement create or impose any liabilities on the State or <br />the licensee. Any third party with whom a licensee has a relationship for a State function or <br />business activity shall have the temporary right to use product (e.g., Java applets), provided that <br />such use shall be limited to the period during which the third party is using the product for the <br />function or activity. <br /> <br />Archival Backup: Licensee may use and copy the product and related documentation in <br />conti on with reproducing a reasonable number of copies for archival backup and disaster <br />recovery procedures. <br /> <br />Source Code Escrow: If either the product manufacturer/developer or the Contractor <br />offers source code or source code escrow to any other commercial customer, or if either entity <br />seeks bankruptcy protection, then the Contractor shall either (1) provide licensee with source <br />code for the product (2) place the source code in a third-party escrow arrangement with a <br />designated escrow agent, which shall be identified to the Department, and which shall be <br />directed to release the deposited source code in accordance with a standard escrow agreement <br />acceptable to the Depanment, or (3) certify to the Department that the product <br />manufacturer/developer has named the State, acting by and through the Department, and the <br />licensee, as named beneficiaries of an established escrow arrangement with its designated escrow <br />agent, which shall be identified to the Department and licensee, and which shall be directed to <br />release the deposited source code in accordance with the terms of escrow. Source code, as well <br />as any corrections or enhancements, shall be updated for each new release of the product in the <br />same manner as provided above and such updated shall be certified in writing to the Department. <br />The Contractor shall identify the escrow agent upon commencement of the Contract term and <br />shall certify annually that the escrow remains in effect in compliance with the terms of this <br />paragraph. The State may release the source code to licensees under the Contract which have <br />licensed product or obtained services, and which may use the copy of the source code to <br />maintain the product. <br /> <br />Confidentiality: The product is a trade secret, copyrighted and propriety product. <br />Licensee and its employees shall not disclose or otherwise distribute or reproduce any product to <br />anyone other than as authorized under the Contract. Licensee shall not remove or destroy any of <br />the Contractor's proprietary markings. <br /> <br />Restricted Use: Except as expressly authorized by the terms of license, licensee shall not: <br />copy the product; cause or permit reverse compilation or reverse assembly of the product or any <br />portion; or export the product in violation of any U.S. Department of Commerce export <br />administration regulations. <br /> <br />Proof of License: The Contractor shall provide to each licensee that places a purchase <br />order either (1) the product developer's certified license confirmation certificates in the name of <br />the licensee or (2) a written confirmation from the proprietary owner accepting the product <br />invoice as a proof of license. The Contractor shall submit a sample certificate, or alternative <br />confirn1ation, which shall be in a fonn acceptable to the licensee. <br /> <br />,i, <br />