VALLEY OAK SYSTEMS (AON) - 2007 - Laserfiche WebLink

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· vas Software License, Service, a'Maintenance Agreement EXHIBIT B ESCROW AGREEMENT vas and Client, as part of the Valley Oak Systems Software License, Service, and Maintenance Agreement, hereby agree to establish a source code escrow pursuant to the following terms and conditions. 1. DEPOSIT vas is required to maintain a software escrow agreement with a qualified escrow agent in the business of providing such software escrow agency services. vas shall provide to Client a written verification of a software escrow agreement naming Client as a beneficiary of the terms of this Escrow Agreement signed and dated by an executive officer of Escrow Agent. vas has concurrently herewith deposited with Cornell Law Group ("Escrow Agent"), a copy of the source code form of the software ("Source Code"), including all relevant commentary, explanations and other documentation of the Source Code (collectively "Conunentary"). vas also agrees to deposit with Escrow Agent, at such times as they are made, a copy of all revisions of the Source Code or Conunentary encompassing all corrections and enhancements made to the Software by vas pursuant to the License Agreement or Maintenance Agreement. Promptly after any such revision is deposited with the Escrow Agent, both vas and Escrow Agent shall give written notice thereof to the Client. 2. TERM and TERMINATION This Escrow Agreement shall remain in effect during the term of the Software License, Service, and Maintenance Agreement between vas and the Client. Should a Default occur, termination of this Escrow Agreement is automatic at which time the Escrow Agent shall deliver the Source Code and Conunentary to Client. 3. DEFAULT A default shall be deemed to have occurred under this Escrow Agreement upon the occurrence of any of the following: a. IfVaS has availed itself of, or been subjected to by any third party, a proceeding in bankruptcy in which vas is the debtor, an assignment by vas for the benefit of its creditors, the appointment of a receiver for vas, or any other proceeding involving insolvency or the protection of, or from, creditors and same has not been discharged or terminated without any prejudice to vas' rights or interests under the Software License, Service, and Maintenance Agreement within 30 days; or b. If vas has ceased its on-going business operations; or c. If any other event or circumstance which demonstrates with reasonable certainty the inability of vas to fulfill its obligations to the Client under the Software License, Service, and Maintenance Agreement or this Escrow Agreement. 4. NOTICE OF DEFAULT Client shall give written notice to Escrow Agent and vas in the event of a perceived default of this Escrow Agreement. Unless within seven (7) days thereafter, vas files with the Escrow Agent its affidavit executed by a responsible executive officer stating that no such default has occurred or that default has been cured, then the Escrow Agent shall upon the eighth (Sill) day deliver to the Client the entire Source Code and Commentary with respect to the Software then being held by Escrow Agent. In the event vas changes the escrow agent, vas shall immediately notify Client in writing of the new escrow agent's identity, address, and contact information. Further, vas shall provide to Client a written verification of the Exhibit A, 8 of 39 8