Reso 2018-2806 - Laserfiche WebLink

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• 6. RELEASE TO LICENSEE The Escrow Agent shall deliver the Software to the Licensee if any of the events named in Section 4(e)occurs before any of the events named in Sections 4(a)or 4(b), provided that the procedure set out below has been followed and the conditions met. (a) The Licensee has delivered to the Escrow Agent a written request for the release of the Software, accompanied by a sworn affidavit from a senior officer of the Licensee stating the particulars of the reasons for its request with reference to the events named In Section 4 of this agreement. • (b) A copy of the request and affidavit has been delivered by the Escrow Agent to the Licensor in a timely manner, as described below.The Escrow Agent is entitled to conclusively presume that delivery of any document under this section has been made and received four(4)business days after having been sent by the Escrow Agent to the address as provided under Section 14. (c) No dispute in writing has been received from the Licensor by the Escrow Agent within fifteen(15) days of the Licensor's receipt of the Licensee's request and affidavit. (d) The Licensee has signed a non disclosure covenant in the form set out in Schedule E and delivered it to the Escrow Agent. (e) All outstanding charges under this agreement have been paid to the Escrow Agent. The Licensee shall select the method of delivery and the carrier,and shall bear the shipping cost. T. DISPUTES AND ARBITRATION if the Licensor enters a dispute as contemplated by Section 6(c)then the procedure set out below shall be followed before the Software Is delivered to the licensee, (a) The Licensor and Licensee shall within ten (10)days after the entering of a dispute name an arbitrator to decide whether the Licensee is entitled to receive the Software. If they are unable to agree upon the selection of an arbitrator then the Escrow Agent shall make the said selection. (b) The arbitration shall otherwise be conducted in accordance with the Rules of the International Chamber of Commerce Court of Arbitration, and the Escrow Agent shall immediately upon the expiry of any appeal period carry out the decision of the arbitration. (c) In addition to such other powers as-may be conferred on the arbitrator under enabling legislation the arbitrator shall be empowered to decide whether an event described In Section 4 has occurred, whether all other conditions for release have been met, and to order or enjoin release. The arbitrator's derision shall be binding. The Escrow Agent shall act upon the decision of the arbitrator immediately after the expiry of any appeal period. (d) The Licensor and Licensee shall each pay one half of the fees and charges of the arbitration. S. VERIFICATION PROCEDURE In order to verify the authenticity of the contents of any container deposited by the Licensor and being held in escrow the Licensee may at any time call for its inspection in the manner and subject to the conditions below: (a) The Licensee shall notify the Licensor and the Escrow Agent in writing of its demand to inspect the contents of a container,and such notification shall be made at least thirty(30)days in advance of the date appointed for such inspection. (b) The Escrow Agent shall appoint the location for such inspection. (c) The Escrow Agent shall attend at the appointment time and place and shall thereat produce the sealed container in question. (d) The contents of the container shall be removed and inspected by the Licensee in the presence of the Licensor and a determination made as to whether they are as purported by the Licensor on its certificate. (e) If the contents are determined to be as purported,they will be resealed and returned to the Escrow Agent to continue to hold in escrow.The Licensee shall pay all costs associated with the Inspection, NI,3 of 13 T6t Cca:cialt 1974.2014 U1ttCOUr•PARRY SOFTESCROW.It7C. S UPAFS Ssru har eCcp,0i2920 t 4 %Yeb9'.e:nkw so•,ssuoxmm