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information stated in Attachment C changes. In order to speed delivery of a notification. it may also be sent by fax or by secure and signed electronic mail in advance. '-' Section 3: Release of Escrow Deposit 3.1 Release Event: "Release Events" are defined by and are present when one or more of the following requirements are met: a. Licensor files a voluntary petition in bankruptcy or for a reorganization or to effect a plan or other arrangement with its creditors, files an answer to a creditor's petition or other petition against it for an adjudication in bankruptcy or for a reorganization admitting the material allegations thereof, or applies for or permits the appointment of a receiver, trustee or custodian for any substantial portion of its properties or assets, and such petition or proceeding is not dismissed within six.ty (60) days of the filing or initiation thereof; or b. Licensor has ceased its ongoing business operations; or c. Licensor has ceased the sale. licensing, maintenance and other support of the Software; or d. Joint written instructions from Licensor and Licensee. 3.2 Filing for Release of the Escrow Deposit: If Licensee in its judgment believes one or more of the Release Events, as defined above in Section 3.1, has occurred, Licensee shall provide SourceHarbor with written notice of the occurrence of such event in writing and request release of the Escrow Deposit. SourceHarbor will send a notice to Licensor by commercial express courier with proof of receipt that Licensee has filed for release. '-' 3.3 Dispute Directives: From the date SourceHarbor mails the notice requesting release of the Escrow Deposit, Licensor shall have 15 business days to deliver "Dispute Directives" to SourceHarbor. "Dispute Directives" shall mean any notification to SourceHarbor from Licensor that Licensor disputes the assertion by Licensee that a Release Event has occurred and thus Licensor directs SourceHarbor not to release the Escrow Deposit to licensee. Upon receipt of Dispute Directives from Licensor within the prescribed period of time, SourceHarbor will notify the Panies with all relevant documents attached that there is a disagreement as to whether a Release Event is present. SourceHarbor will advise the Parties that a release will occur only if a) the Parties mutually direct the release, b) the presence of a Release Event is determined by arbitration. or c) an order from a court of competent jurisdiction directs SourceHarbor to release the Escrow Deposit. 3.4 Release of Escrow Deposit: In the event SourceHarbor does not receive any Dispute Directives from the Licensor within fifteen (15) business days. SourceHarbor will release the Escrow Deposit to Licensee. Should the Parties jointly direct SourceHarbor to release the Escrow Deposit. SourceHarbor will release the Escrow Deposit to Licensee accordingly. If the Parties jointly notify SourceHarbor that the release procedure has ended without release or if a court or an arbitral award determines the lack of a Release Event, SourceHarbor will continue _ to store the Escrow Deposit as set forth in this Agreement. SourceHarbor has the right to demand payment of the costs incurred by the release procedure. 3.5 Right to Use Escrow Deposit: Unless otherwise provided by the License Agreement. Licensee shall have the right to use the Escrow Deposit for the sole purpose of continuing the benefits afforded to Licensee as stated in the License Agreement. SourceHarbor and Licensee expressly acknowledge that the Escrow Deposit may contain trade secrets of Licensor and that Licensor owns all rights (e.g. copyrights, rights of disposition and ownership) to the Escrow Deposit. The Escrow Deposit is provided to th Parties only in strict confidence subject to the conditions of and in the context of this Agreement. SourceHarbor and Licensee shall preserve the trade secrets contained in the Escrow Deposit throughout Page 3 SourccHarbor HarborTech Escrow Agreement e 2005 Source Harbor. tne. L12oo5. All Rights Reserved. '-' ~