Escrow Deposit and Verification

Escrow Deposit and Verification


(a)  Deposit. Within ___ business days of the Effective Date, Vendor shall deposit with the Escrow Agent, pursuant to the procedures of the Escrow Agreement, the source code for the Software, as well as the Documentation and names and contact information for each author or other creator of the Software. Promptly after release of any update, upgrade, patch, bug fix, enhancement, new version, or other revision to the Software, Vendor shall deposit updated source code, documentation, names, and contact information with the Escrow Agent. (“Deposit Material” refers to material required to be deposited pursuant to this Subsection __(b).)

(b)  Verification. At Customer’s request and expense, the Escrow Agent may at any time verify the Deposit Material, including without limitation by compiling source code, comparing it to the Software, and reviewing the completeness and accuracy of any and all material. In the event that the Deposit Material does not conform to the requirements of Subsection __(a) above: (i) Vendor shall promptly deposit conforming Deposit Material; and (ii) Vendor shall pay the Escrow Agent for subsequent verification of the new Deposit Material. Any breach of the provisions of Subsection __(b)(i) above will constitute material breach of this Agreement, and no further payments will be due from Customer until such breach is cured, in addition to such other remedies as Customer may have.