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the duration of as well as after termination of this Agreement. unless otherwise expressly agreed upon between the Parties. ~ Section 4: Licensor Representatioll'i During the term of this Agreement, Licensor a) declares and ensures that the Escrow Deposit is Licensor's physical or intellectual property and that Licensor possesses all rights to this material necessary for fulfillment of its obligations under this Agreement including the right to make copies, to distribute and to use the Escrow Deposit and b) grants to SourceHarbor the nonMexclusive, non- transferable right. unlimited in scope, but limited in time to the duration of this Agreement, to make use of the media and/or materials that are part of the Escrow Deposit in the context of this Agreement, in particular to transfer the Escrow Deposit to Licensee in the occurrence of a Release Event, to copy the Escrow Deposit and to take other actions of a real or legal kind with regard. to the Escrow Deposit as are necessary or sensible to the fulfillment of the obligations of SourceHarbor as described in this Agreement. Section 5: Fees 5.1 Paying Party: The costs of services provided by SourceHarbor in the context of this Agreement will be paid as follows: One-time setup fee paid by Licensor. Annual maintenance fee paid by Licensee. 5.2 Payment Terms: Licensor or Licensee has the right, on behalf of the other Party, to make payment to SourceHarbor for the cost incurred, so to relieve a debt. SourceHarbor shall not be required to perform any service under this Agreement unless the payment for such service and any outstanding balances owed to SourceHarbor are paid in full. The fees for services rendered by SourceHarbor on the basis of this Agreement are calculated according to the SourceHarbor fee schedule in effect at that time. Section 6: Confidentiality \... Except as provided in this Agreement, SourceHarbor shall not disclose, copy, make available, release or use the Escrow Deposit. Should Licensee receive the Escrow Deposit under this Agreement, Licensee shall not disclose the Escrow Deposit to any third party. If SourceHarbor receives a subpoena or any other order from a court or other government agency of competent jurisdiction related to the Escrow Deposit, SourceHarbor shall promptly provide the Parties with a copy of such subpoena or order. SourceHarbor shall have no obligation whatsoever to challenge any such subpoena or order and shall have no liability to any Party related to SourceHarbor's compliance with any subpoena, order or instruction from a court or other government agency. Section 7: Inception and Term This Agreement commences upon the date entered at the beginning of this Agreement. This Agreement is initially in effect for one (1) year after the date of commencement. Afterwards its term is automatically renewed for successive one-year terms, unless SourceHarbor or Licensor with Licensee's mutual consent object by written notification to the Parties within ninety (90) days prior to the end of the initial term or ninety (90) days prior to the end of any subsequent one.year term. .. Section 8: Consequences of Termination 8.1 Termination Due to Release: This Agreement terminates automatically upon release of the Escrow Deposit unless the Parties agree otherwise. Page 4 SourceHarbor HarborTech Escrow Agreement ~ 2005 Source Harbor, Inc. 112005. AU Rights Reserved. ~ ~