Reso 2018-2806 - Laserfiche WebLink

Home Browse Search

• (c) Both the Licensor and Licensee shall together verify that the materials presented by the Licensor are the authentic Software named In Section 1. (d) The licensor and Licensee in the presence of each other shall seal the Software so verified into the container supplied by the Escrow Agent and shall certify its authenticity by their signatures across the seal on the form supplied by the Escrow Agent for that purpose. (e) The Licensor shall immediately deliver to the Escrow Agent the sealed container to hold in escrow. Upon receiving the container the Escrow Agent shall notify both of the other Parties that it has been received,if so directed. -" • (f) The Escrow Agent shall hold the container in its sealed state and shall not open,cause or permit it to be opened under any circumstances whatsoever without proper authority and except as may be permitted under this agreement or amendment thereto. The Escrow Agent shall pursuant to the terms of this agreement deliver back the sealed container to either the Licensor or Licensee as the case may be upon receipt of written notification. 3. NEW SOFTWARE RELEASES Upon the release of a new version of the Software,which the Licensee is entitled by its license to use,the source materials for each such version may be inspected by the Licensee and shall then be incorporated into this agreement and lodged in escrow under the same procedure outlined under Section 2. Upon receipt by the Escrow Agent of a new version,earlier versions of the Software then being held by the Escrow Agent shall be returned to the Licensor or destroyed at the option of and pursuant to the written direction of the Licensee and Licensor in the form described in Schedule C. 4. EVENTS CAUSING RELEASE The Software shall be held in escrow by the Escrow Agent until the earliest of the following events: (a) The occurrence of the following events: i. A cessation of the use of the Software by the Licensee and the termination or expiry of its program license agreement with the Licensor; it, The termination or expiry caused or permitted by the Licensee of the Software maintenance and support services portion of the said program license agreement. (b) The termination of this agreement by consent of: I. The Licensor and licensee; Ii. The Licensee alone. (c) The occurrence of any of the following events,and provided in all events that the licensor has not - made suitable alternate arrangements for the continued maintenance of the Software: I. A petition in bankruptcy or an assignment for the benefit of creditors of the licensor is flied by the Licensor,or a third party against the licensor and is not dismissed within thirty(30) days of its filing; Ii. A cessation of normal business operations by the Licensor during the term of this agreement. III. A serious continuing breach by the Licensor of Its support and maintenance agreement,with the Licensee,provided that the Licensee has given prior written notice to the Licensor of its intent to invoke its rights under this agreement to call for a release of the Software. 5. RETURN TOME LICENSOR The Escrow Agent shall deliver the Software back to the Licensor if any of the events named in Section 4(a) or 4(b)occurs before any of the events named in Section 4(c),provided that a Termination Notice in the form set out In Schedule F and signed by the licensor and Licensee has been delivered to the Escrow Agent along with the balance of any fees and charges that remain for the balance of the term under this agreement. Where any materials lodged in escrow are to be returned by the Escrow Agent to the Licensor pursuant to the terms of this agreement,the licensor shall select the method of delivery and the carrier, and shall bear the shipping cost, PateZoris TM Cowight 1574.2014 LNi.Oill-PARRY SOFTESCROW.RFC. 5Ycb11'a:M'hw�ct'e1Q0W Om