Common use of Deposit of YPS Software Programs Clause in Contracts

Deposit of YPS Software Programs. Within ninety (90) days of the Effective Date (or within thirty (30) days after completion of development of the Rendering Programs that will not be developed or completed until a later time) YPS will deposit the Rendering Programs with the independent escrow agent Data Securities International, Inc. (“DSI”) pursuant to a written escrow agreement signed by Publisher and YPS. The escrow agreement shall be negotiated by the Parties in good faith, consistent with the terms of this Agreement and the form of Preferred Escrow Agreement attached hereto as Exhibit H, and signed and implemented no later than sixty (60) days from the Effective Date. The cost of establishing and implementing the escrow shall be borne equally by Publisher and YPS, provided however that Publisher shall bear the cost of any optional, technical verification testing of the Deposit Materials (as defined in the form of Preferred Escrow Agreement) conducted by DSI. Additionally, YPS will automatically deposit any updates, upgrades, or other revisions of the Rendering Programs with such escrow agent pursuant to the escrow agreement between the parties. The escrow agent will give Publisher written notice of any deposit by YPS. At Publisher’s request and expense, the escrow agent will also certify that the deposit meets the technical requirements set forth in the escrow agreement, including tests of the deposited Rendering Programs. The Rendering Programs and any updates, upgrades or revisions thereof delivered to the escrow agent will be in a form suitable for reproduction by Publisher. Each deposit will comprise: (i) the full source code and compiled version of the Rendering Programs, (ii) the complete Rendering Programs’ Maintenance and Support Documentation, (iii) all third-party software used in support and maintenance or enhancement of the deposited Rendering Programs; and (iv) all other data and materials necessary to allow a reasonably skilled third-party programmer to maintain, modify, or enhance the deposited Rendering Programs without the assistance of any other person or reference to any other material.