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<br />8 <br /> <br />vas Software License, Service, a'Maintenance Agreement <br /> <br />EXHIBIT B <br />ESCROW AGREEMENT <br /> <br />VOS and Client, as part of the Valley Oak Systems Software License, Service, and Maintenance Agreement, hereby <br />agree to establish a source code escrow pursuant to the following terms and conditions. <br /> <br />1. <br /> <br />DEPOSIT <br /> <br />VOS is required to maintain a software escrow agreement with a qualified escrow agent in the business of providing <br />such software escrow agency services. VOS shall provide to Client a written verification of a software escrow <br />agreement naming Client as a beneficiary of the terms of this Escrow Agreement signed and dated by an executive <br />officer of Escrow Agent. <br /> <br />VOS has concurrently herewith deposited with Cornell Law Group ("Escrow Agent"), a copy of the source code <br />form of the software ("Source Code"), including all relevant commentary, explanations and other documentation of <br />the Source Code (collectively "Commentary"). VOS also agrees to deposit with Escrow Agent, at such times as <br />they are made, a copy of all revisions of the Source Code or Commentary encompassing all corrections and <br />enhancements made to the Software by VOS pursuant to the License Agreement or Maintenance Agreement. <br />Promptly after any such revision is deposited with the Escrow Agent, both VOS and Escrow Agent shall give <br />written notice thereof to the Client. <br /> <br />2. <br /> <br />TERM and TERMINATION <br /> <br />This Escrow Agreement shall remain in effect during the term of the Software License, Service, and Maintenance <br />Agreement between VOS and the Client. Should a Default occur, termination of this Escrow Agreement is <br />automatic at which time the Escrow Agent shall deliver the Source Code and Commentary to Client. <br /> <br />3. <br /> <br />DEFAULT <br /> <br />A default shall be deemed to have occurred under this Escrow Agreement upon the occurrence of any of the <br />following: <br /> <br />a. <br /> <br />If VOS has availed itself of, or been subjected to by any third party, a proceeding in bankruptcy in which VOS <br />is the debtor, an assignment by VOS for the benefit of its creditors, the appointment of a receiver for VOS, or <br />any other proceeding involving insolvency or the protection of, or from, creditors and same has not been <br />discharged or terminated without any prejudice to VOS' rights or interests under the Software License, Service, <br />and Maintenance Agreement within 30 days; or <br /> <br />b. <br /> <br />If VOS has ceased its on-going business operations; or <br /> <br />c. <br /> <br />If any other event or circumstance which demonstrates with reasonable certainty the inability of VOS to fulfill <br />its obligations to the Client under the Software License, Service, and Maintenance Agreement or this Escrow <br />Agreement. <br /> <br />4. <br /> <br />NOTICE OF DEF AUL T <br /> <br />Client shall give written notice to Escrow Agent and VOS in the event of a perceived default of this Escrow <br />Agreement. Unless within seven (7) days thereafter, VOS files with the Escrow Agent its affidavit executed by a <br />responsible executive officer stating that no such default has occurred or that default has been cured, then the <br />Escrow Agent shall upon the eighth (8th) day deliver to the Client the entire Source Code and Commentary with <br />respect to the Software then being held by Escrow Agent. <br /> <br />In the event VOS changes the escrow agent, VOS shall immediately notify Client in writing of the new escrow <br />agent's identity, address, and contact information. Further, VOS shall provide to Client a written verification of the <br /> <br />8 <br />