This Source Code Escrow Agreement (“Agreement”) is made and entered on this _____ day of ________________, 20____, by and between __________________, a ______________ [Corporation] (hereinafter referred to as the “Developer”) and _________________________, a ____________ [Corporation] (hereinafter referred to as the “Licensee”) and ___________________ a _____________ [Corporation] (hereinafter referred to as the “Escrow Agent”).  This Agreement is intended to supplement the terms of that certain Software License Agreement between the Developer and the Licensee dated the _____ day of _________________, 20____  (hereinafter “License Agreement”) to provide for the escrow of the source code relative to the software programs licensed to the Licensee pursuant to the terms of the Software License.

RECITALS

A.                  Developer has granted to the Licensee a license to use a certain software program, which such software program is described in more detail in Exhibit “A” attached hereto and made a part hereof (hereinafter referred to as the “Software Program”).

B.                   The License Agreement grants to the Licensee the right and license to use the Software Program subject to the limitations and conditions set forth in the License Agreement.

C.                   The License Agreement requires the Developer to deposit the source code to the Software Program with an Escrow Agent and to enter into this Escrow Agreement to assure Licensee with access to the Source Code to the Software Program subject to the terms and conditions of this Escrow Agreement.

D.                  The parties intend that the Source Code shall maintain all protection under the United States Copyright Act and shall remain the exclusive proprietary property of the Developer, with access being permitted to the Licensee only in compliance with the terms of this Escrow Agreement.

E.                   The Escrow Agent has agreed to hold the Source Code in escrow and in trust as the property of the Developer, and to permit access to the Source Code by the Licensee only in compliance with the terms and conditions set forth in this Escrow Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties hereby agree as follows:

ARTICLE I

APPOINTMENT OF ESCROW AGENT

Developer hereby appoints, and Escrow Agent hereby accepts such appointment, to act as escrow agent pursuant to this Agreement and to receive and hold in trust the Source Code for the Software Program pursuant to the terms and conditions set forth in this Agreement.

ARTICLE II

DELIVERY AND ACCEPTANCE OF SOURCE CODE

Upon execution hereof, Developer shall deli [Portions Omitted - included In fully Licensed Version]ow subject to the terms of this Agreement, a true and complete copy of the Source Code for the Software Program, together with all documentation related thereto that is not part of the usual documentation provided to l [Portions Omitted - included In fully Licensed Version]  The Escrow Agent acknowledges delivery and receipt of such Source Code and agrees to hold the Source Code pursuant to he terms of this Agreement.  The parties acknowledge and agree that the Source [Portions Omitted - included In fully Licensed Version]e event of any Default Event (as defined herein).  Upon any enhancements to the Software Program that are provided to the Licensee pursuant to the terms of the License Agreement, the Developer shall deliver to the Escrow Agent the source Code and documentation related to such enhancements to be held in escrow by the Escrow Agent pursuant to the terms hereof.  I [Portions Omitted - included In fully Licensed Version] that any such update or enhancement constitutes an entire replacement of the previous version held by the Escrow Agent, Escrow Agent shall return the prio [Portions Omitted - included In fully Licensed Version]per, retaining only the most recent version of the Source Code.  Escrow Agent shall issue to the Developer a receipt for any Source Code or enhancements delivered to the Escrow Agent hereunder, together with a complete and accurate description of the items so delivered.

ARTICLE III

DUTIES OF ESCROW AGENT

Escrow Agent agrees to take reasonable steps to safeguard and protect the Source Code including segregating and clearly labeling the Source Code and storing [Portions Omitted - included In fully Licensed Version] area.  Escrow Agent agrees to maintain the confidentiality of the Source Code and to take all reasonable steps to prevent its release to any third party except pursuant to the terms hereof.  Esc [Portions Omitted - included In fully Licensed Version]cally agrees that it shall only release the Source Code to the Licensee as permitted pursuant to the terms of this Agreement.  In the event that the Escrow Agent is required to release the Source Code to the Licensee hereunder, Escrow Agent shall at all times retain a copy of the So [Portions Omitted - included In fully Licensed Version]scrow Agent may make additional copies of the Source Code for archive purposes and to comply with its obligations hereunder.

ARTICLE IV

ACCESS TO SOURCE CODE

Licensee may, at any reasonable time, and upon at lease 10 days prior written notice to Escrow Agent and Developer, cause an independently retained computer progr [Portions Omitted - included In fully Licensed Version]be mutually acceptable to both the Developer and the Licensee.   All such inspections shall take place at the principal business office of the Escrow Agent.  Developer, or a representative of the Developer, may be present at the time of such inspection.

ARTICLE V

DELIVERY OF SOURCE CODE TO LICENSEE

Escrow Agent shall hold the Source Code in escrow and shall not deliver the same to the Licensee except following notification from the Licensee that a Delivery Event (as defined below) has occurred and all other terms and conditions of this Agreement have been met.  Upon receipt of such written notice from the Licensee that a Del [Portions Omitted - included In fully Licensed Version]n (10) days following the receipt of such notice to notify the Licensee in writing that Developer objects to the release of the Source Code to the Licensee.  In the event that the Developer has not [Portions Omitted - included In fully Licensed Version] within ten (10) days after its receipt of the notice from Escrow Agent, Escrow Agent may presume that the release of the Source Code is proper and shall immediately deliver the Source Code to the Developer.

ARTICLE VI

DELIVERY EVENTS

The following shall constitute Delivery Events permitting the Escrow Agent to release the Source Code to the Licensee upon compliance with the terms of this Agreement:

(a)     The Developer materially fails to comply with any support services that it is contractually required to perform under the terms of the License Agreement and has not cured [Portions Omitted - included In fully Licensed Version]e required support services within thirty (30) days following written notice of such failure from Licensee to Developer;

(b)     The Developer or its successor or representative rejects or elects to terminate the License Agreement in violation of the terms thereof, including but not limited to rejection or [Portions Omitted - included In fully Licensed Version]of the United State Code, or under any state receivership or other similar proceeding;

(c)     Developer (as debtor in possession), or any trustee in a bankruptcy proceeding relating to the Developer, fails to assume the obligations under the License Agreement within thirty (30) days following the filing of the initial petition for bankruptcy;

(d)     Substantially all of the Developer’s busi [Portions Omitted - included In fully Licensed Version] are terminated or are discontinued; or

(e)     The Developer is liquidated or dissolve [Portions Omitted - included In fully Licensed Version]at make it impractical for the Developer to perform under the License Agreement; or

(f)      Developer conducts an assignment for the benefit of creditors.

ARTICLE VII

DISPUTES REGARDING EXISTENCE OF A DELIVERY EVENT

        If the Developer objects to any notice from Licensee that a Delivery Event has occurred, or if there is any other dispute regarding the delivery of the Source Code [Portions Omitted - included In fully Licensed Version]r then 30 days from the date of the objection from the Developer, in attempt to resolve the situation in good faith.  In the event that the situation is not resolved by good faith negotiations and discussions within 45 [Portions Omitted - included In fully Licensed Version]e American Arbitration Association.  The arbitrator presiding over the arbitration shall have experience in computer software licensing and technology issues.  The decision of the arbitrator s to whether a Delivery Event has occurred shall be binding.  The arbitrator shall give written notice of his/her decision to the parties and to the Escro [Portions Omitted - included In fully Licensed Version]ery of the Source Code to the Licensee.  All costs of the arbitration, including but not limited to arbitrator expenses and reasonable attorney fees of the opposing party, shall be awarded against the non-prevailing party in the arbitration proceeding, unless the arbitrator determines that there is good cause that such an award should not issue.

ARTICLE VIII

TERMINATION

This Agreement shall remain in effect until terminated pursuant to the terms hereof.  This Agreement shall terminate upon (i) the date specified in any written agreement to [Portions Omitted - included In fully Licensed Version] written notice from Escrow Agent to Developer and Licensee, (iv) upon release of the Source Code from the Escrow Agent to the Licensee.  Upon termination of this Agreement, following written demand from the Developer, the Escrow Agent shall return all copies of the Source Code to the Developer.  In the event the termination is pursuant to (iii) above, the D [Portions Omitted - included In fully Licensed Version]use diligent efforts to identify a mutually acceptable replacement Escrow Agent who shall join as a party to this Agreement and accept the responsibilities of Escrow Agent hereunder.

ARTICLE IX

LIMITATION OF ESCROW AGENT LIABILITY

Provided that they are acting in good faith and using reasonable judgment, neither Escrow Agent nor any of its officers, directors, shareholders, or employees shall be personally liable for any act or omission.  Escrow Agen [Portions Omitted - included In fully Licensed Version]r any delays in acting which may occur as a result of the Escrow Agent consulting with legal counsel regarding any matter relating to its duties or obligations under this Agreement.

Developer and Licensee, and their respective successors, and assigns, hereby indemnify and hold Escrow Agent harmless from and against any and all liability resulting to any party arising from the performance of the Escrow Agent pursuant to this Agreement and further agree to reimburse Escrow Agent for the costs of defending a [Portions Omitted - included In fully Licensed Version]d severally agree to reimburse the Escrow Agent for any and all costs and expenses, including reasonable attorney fees, resulting from the Escrow Agent’s involvement in any dispute between the Developer and the Licensee or involving the obligations of the Escrow Agent.  In the event the Escrow Agent renders services not provided for in this [Portions Omitted - included In fully Licensed Version]nt of any action to recover the Escrow Agent's fees, expenses, or charges from any party hereto, the Escrow Agent shall be entitled to reasonable attorneys' fees and costs incurred with respect to any such action.

If at any time the Escrow Agent is in doubts as to its duties or obligations pursuant to this Agreement, the Escrow Agent may, in its sole discretion, deposit the Source Code or other item [Portions Omitted - included In fully Licensed Version]pleader naming the Developer and the Licensee.  Upon filing such interpleader action, Escrow Agent shall be relieved of all liability under the terms of this Agreement relative to the obligation that is in doubt or the [Portions Omitted - included In fully Licensed Version]shall be entitled to recover its reasonable attorneys' fees and related costs and expenses incurred in commencing such action.  The Developer and the Licensee hereby submit themselves to the jurisdiction of said court.

Escrow Agent shall be under no obligation or duty to inquire into the truth of any statements or representations contained in any notices, certificates, or other documents required or permitt [Portions Omitted - included In fully Licensed Version]y authorized to issue such document, and that all actions necessary to render any such documents binding on any party thereto have been duly undertaken.

ARTICLE X

COMPENSATION OF ESCROW AGENT

In consideration of the services to be provided by Escrow Agent hereunder,  Escrow Agent shall be compensated at the rate of $_____ per year, payable in equal quarterly installments equal to $_______ per quarter, with such payments being due and payable on or before the first day of each calendar quarter during the term hereof, with the first such [Portions Omitted - included In fully Licensed Version]sible for making such payments to the Escrow Agent; provided that the Licensee is not in default under any licensing fee obligations under the License Agreement, in which case responsibility for paying such fee shall rest with the Licensee.

ARTICLE XI

REPRESENTATIONS AND WARRANTIES OF DEVELOPER

Developer represents and warrants to the Licensee that (i) the Source Code deposited with the Escrow Agent will be the most current version of the Licensed Software, (ii) that the Source Code is and sh [Portions Omitted - included In fully Licensed Version]amming, and documentation necessary for the maintenance of the Licensed Programs by the Licensees upon release of the Source Code pursuant to this Agreement, except for devices, programming, and documentation commercially available to the Licensees on reasonable terms through readily known sources other than the Developer.

ARTICLE XII

MISCELLANEOUS PROVISIONS

Any notification or written communication required by or contemplated under the terms of this Agreement shall be in writing and shall deemed to be delivered if transmitted via Email at the Email addresses [Portions Omitted - included In fully Licensed Version]tice of termination of this Agreement which shall be in writing and sent by United States Mail, Certified Mail, Return Receipt Requested and shall be deemed to have been delivered five (5) business days after the date of mailing. Addresses and Email addresses for such notices shall be:

If To Licensee: _______________________________________________

If To Developer: ______________________________________________

If To Escrow Agent: ___________________________________________

In interpreting the terms of this Agreement, the parties agree that the laws of the State of ___________ shall be applicable. All suits permitted to be brought in any court shall be venued in __________ County, State of ____________.

This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supercedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to the subject matter of this Agreement. This Agreement may be [Portions Omitted - included In fully Licensed Version]ns hereof is deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability of effectiveness of the remainder of the Agreement shall not be effected and this Agreement shall be enforceable [Portions Omitted - included In fully Licensed Version]orceable provision. No party’s waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach.

IN WITNESS WHEREOF, the parties hereto have duly entered and executed this Agreement as of the day and year first above written and represent and warrant that the party executing this Agreement on their behalf is duly authorized.