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ARTICLE XI <br />ESCROW ARRANGEMENT <br />11.1 Escrow Arrangement. Following City's Acceptance of the <br />Software, at City's sole cost and expense, City may elect to have the source code for the <br />Software (the "Source Code") deposited with an escrow agent mutually acceptable to <br />both City and Licensor (the "Escrow Agent"). <br />11.2 Revisions. In the event Licensor makes any material changes to <br />the Software during the term of this Agreement, Licensor agrees to place a copy of the <br />revised Source Code with the Escrow Agent. <br />11.3 Insolvencv. The Escrow Agent shall be directed by Licensor to <br />only deliver the Source Code to City, at no additional charge to City, in the event that <br />Licensor enters into any voluntary or involuntary receivership arrangement or other <br />insolvency procedures. <br />11.4 Ownership. City hereby agrees and acknowledges that <br />ownership of the Source Code at all times belongs solely to Licensor, and that any <br />release to City of the Source Code is only made as an accommodation to City and <br />nothing thereby shall be deemed to vest any ownership of the Source Code or the <br />Software to City. <br />11.5 Termination of Insolvency Proceedings. In the event that <br />Licensor's receivership or insolvency procedures are terminated, City, within five (5) <br />days of receiving notice thereof, shall return the Source Code and all copies thereof to <br />the Escrow Agent. <br />11.6 Restrictions. During any period of time in which the Source Code <br />is in the possession of City, it is agreed that the Source Code shall be used only by City <br />at the Location(s) and or the Designated Environment set forth in this Agreement and <br />shall not be duplicated, sold or licensed to any third parties or marketed to any third <br />parties in any manner whatsoever. <br />11.7 Indemnification. City hereby agrees to indemnify and hold <br />harmless the Escrow Agent against any and all loss, damages, costs and expenses that <br />may be incurred by the Escrow Agent by reason of the Escrow Agent's compliance in <br />good faith with the terms of this Article XI. <br />11.8 Payment of Escrow Agent. City agrees to pay all of the charges <br />and costs of the Escrow Agent for the Escrow Agent's services in holding the Source <br />Code and otherwise complying with the terms of this Article XI. <br />7 <br />