Software Escrow Agreement (Page 4 of 8) in pdf

Modifications to Materials to be Deposited

(a)

Developer may, from time to time, update, improve or modify the Materials used by the

Licensee in connection with the Web Project. Developer agrees to deposit or cause to

be deposited with the Escrow Agent, at the time such updates, improvements or

modifications are made, one copy of such modified Materials which shall be deemed

part of the Materials deposited in escrow under this Agreement.

DISCUSSION: Any modifications or updates made to the software licensed to the Licensee

should also be put in escrow with the original deposited material.

Release and Delivery of Materials by Escrow Agent

(a)

The occurrence of any of the following events (“Release Events”) shall provide to the

Licensee the right to request the Escrow Agent to release and deliver the Materials held

in escrow to the Licensee:

(i)

Developer ceases to carry on business;

(ii)

Developer becomes bankrupt, insolvent or the subject of receivership;

(iii)

Developer commits a material breach of the License.

DISCUSSION: The nature and number of “triggering” events that the parties agree should

cause the release of the software to the Licensee can be extensive and detailed and are often

the subject of extensive negotiation between the Developer and the Licensee. Generally,

however, the nature of the event is related to the Developer going out of business, becoming

bankrupt or breaching the software license agreement.

Notice of Release Event

(a)

Should Licensee wish the Escrow Agent to release and deliver to the Licensee the

Materials held in escrow upon the occurrence of any of the Release Events, the

Licensee shall give thirty (30) days written notice to the Escrow Agent and Developer

specifying the Release Event in question. If Developer wishes to refute the occurrence

of the Release Event, it shall give written notice to Escrow Agent and Licensee prior to

the expiry of the thirty (30) day period and this Agreement will remain in full force and

effect. If Developer does not give written notice of its refutation to Escrow Agent and

Licensee prior to the expiry of the thirty (30) day period, Escrow Agent shall release and

deliver the Materials held in escrow to Licensee.

DISCUSSION: If any of the specified events occurs, the Licensee is required to give notice to

the Escrow Agent and Developer notice, and upon receipt the Escrow Agent is required to

release the escrowed materials to the Licensee.

Termination

(a)

In the event that Developer wishes to terminate this Agreement, Developer shall give

thirty (30) days written notice to Escrow Agent and Licensee. If Licensee wishes to

object to the termination, it shall give written notice of its objection to Escrow Agent and

Developer prior to the expiry of the thirty (30) day period and this Agreement will remain

Software Escrow Agreement Page 4

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