Agmt 2005 New World Systems - Laserfiche WebLink

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EXHIBIT C ESCROW OF SOFTWARE SOURCE CODE New World stipulates that the source code for the Licensed Standard Software, together with the related Documentation as it is or becomes available, will be deposited in an escrow account maintained at a suitable Agent pursuant to an agreement between the Agent and New World (the `Escrow Agreement'). The one time Set-up fee will be 53,000. The Annual Administrativc Fee for the first 12 months after contract signing will be $1,000. Subsequent year's Annual Administrative Fees will not increase more than 5% over the previous year's Fee. New World will from time to time deposit into the escrow account copies of source code for Releases and Versions of the Licensed Standard Software and related Documentation. New World or New World's trustee in bankruptcy shall authorize the Agent to make and release a copy of the applicable deposited materials to Customer upon the occurrence of any of the following events: (i) The existence of any one or more of the following circumstances, uncorrected for more than thirty (30) days: entry of an order for relief under Title 11 of the United States Code; the making by New World of a general assignment For the benefit of creditors; or action by New World under any state insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation; unless within the specit7ed thirty (30) day period, New World provides to Customer adequate assurances, reasonably acceptable to Customer of its continuing ability and willingness to fulfill its maintenance obligations under this Agreement, (ii) New World or its successor or assigns has ceased its on-going business operations or that portion of its business operations relating to the sale, licensing and maintcnance of the Software. In the event of release under this Agreement, Customer agrees that it will treat and preserve the deposited materials as a trade secret of New World in accordance with generally accepted standards utilized to safeguard trade secrets against unauthorized use and disclosure. This means their use is for internal processing needs only and no additional copies will be provided to any third parties. CONFIDENTIAL (Rcviscd 02/10/04) City of San Leandro, CA