Common use of Depositor Responsibilities and Representations Clause in Contracts

Depositor Responsibilities and Representations. (a) Depositor shall make an initial deposit that is complete and functional of all proprietary technology and other materials covered under this Agreement, including the Source Code and Documentation, as defined and described in the Software License Agreement (collectively ―Deposit Material‖) to Escrow Agent within thirty (30) days of the Effective Date. Depositor shall deposit and maintain at all times during the term of the Software License Agreement a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all related Documentation for the most current version and immediately preceding version of the Software provided to Beneficiary under the Software License Agreement (and under any agreement involving maintenance and/or support of the Software) in escrow with Escrow Agent. As Enhancements are produced or made available by Depositor (including pursuant to any agreement involving maintenance and/or support of the Software), Depositor shall immediately thereafter deposit a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all updated Documentation in escrow with Escrow Agent for Beneficiary’s benefit. At the time of each deposit or update, Depositor will provide an accurate and complete description of all Deposit Material sent to Escrow Agent using the form attached hereto as Exhibit B. (b) Depositor represents and warrants that it lawfully possesses all Deposit Material provided to Escrow Agent under this Agreement free of any liens, pledges, security interests or other encumbrances as of the date of their deposit. Depositor represents, warrants and covenants that any Deposit Material liens or encumbrances made after their deposit will not prohibit, limit, or alter the rights and obligations of Escrow Agent under this Agreement. In the event the Beneficiary receives the Deposit Material in accordance with Exhibit C, Beneficiary’s use of the Deposit Material shall not be limited or otherwise adversely affected by any liens, pledges, security interests or other encumbrances granted or established by or on behalf of Depositor with respect to the Deposit Material. Depositor represents and warrants that with respect to the Deposit Material, Escrow Agent's proper administration of this Agreement will not violate the rights of any third parties. (c) Depositor represents that all Deposit Material is readable and useable in its then current form; if any portion of such Deposit Material is encrypted, the necessary decryption tools and keys to read such material are deposited contemporaneously. Depositor represents and warrants that the Deposit Material is in a form suitable for reproduction by computer equipment, and the Deposit Material includes all necessary materials to permit a programmer to recreate executable versions of the Software from the Source Code and to maintain and support the Software. (d) Depositor agrees, upon request by Xxxxxx Agent, in support of Beneficiary's request for verification Services, to promptly complete and return the Escrow Deposit Questionnaire attached hereto as Exhibit D. Depositor consents to Escrow Agent’s performance of any level(s) of verification Services described in Exhibit A attached hereto and Depositor further consents to Escrow Agent’s use of a subcontractor to perform verification Services. Any such subcontractor shall be bound by the same confidentiality obligations as Escrow Agent and shall not be a direct competitor to either Depositor or Beneficiary. Escrow Agent shall be responsible for the delivery of Services of any such subcontractor as if Escrow Agent had performed the Services. Depositor represents that all Deposit Material is provided with all rights necessary for Escrow Agent to verify such proprietary technology and materials upon receipt of a Work Request for such Services or agrees to use commercially reasonable efforts to provide Escrow Agent with any necessary use rights or permissions to use materials necessary to perform verification of the Deposit Material. Depositor agrees to cooperate with Escrow Agent by providing reasonable access to its technical personnel for verification Services whenever reasonably necessary. (e) Depositor agrees to deposit with the Escrow Agent a new copy of the Deposit Material in the event that all or any material part of the Deposit Material then on deposit with the Escrow Agent is destroyed or so corrupted as to not be compilable into machine-readable form.

Depositor Responsibilities and Representations. (a) Depositor shall make an initial deposit that is complete and functional of all proprietary technology and other materials covered under this Agreement, including the Source Code and Documentation, as defined and described in the Software License Agreement (collectively ―Deposit Material‖“Deposit Material”) to Escrow Agent Iron Mountain within thirty (30) days of the Effective Date. Depositor shall deposit may also update Deposit Material from time to time during the Term of this Agreement provided a minimum of one (1) complete and maintain functional copy of Deposit Material is deposited with Iron Mountain at all times during the term of the Software License Agreement a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all related Documentation for the most current version and immediately preceding version of the Software provided to Beneficiary under the Software License Agreement (and under any agreement involving maintenance and/or support of the Software) in escrow with Escrow Agent. As Enhancements are produced or made available by Depositor (including pursuant to any agreement involving maintenance and/or support of the Software), Depositor shall immediately thereafter deposit a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all updated Documentation in escrow with Escrow Agent for Beneficiary’s benefittimes. At the time of each deposit or update, Depositor will provide an accurate and complete description of all Deposit Material sent to Escrow Agent Iron Mountain using the form attached hereto as Exhibit B. (b) Depositor represents and warrants that it lawfully possesses all Deposit Material provided to Escrow Agent Iron Mountain under this Agreement free of any liens, pledges, security interests liens or other encumbrances as of the date of their deposit. Depositor represents, warrants and covenants that any Any Deposit Material liens or encumbrances made after their deposit will not prohibit, limit, or alter the rights and obligations of Escrow Agent Iron Mountain under this Agreement. In the event the Beneficiary receives the Deposit Material in accordance with Exhibit C, Beneficiary’s use of the Deposit Material shall not be limited or otherwise adversely affected by any liens, pledges, security interests or other encumbrances granted or established by or on behalf of Depositor with respect to the Deposit Material. Depositor represents and warrants that with respect to the Deposit Material, Escrow Agent's Iron Mountain’s proper administration of this Agreement will not violate the rights of any third parties. (c) Depositor represents that all Deposit Material is readable and useable in its then current form; if any portion of such Deposit Material is encrypted, the necessary decryption tools and keys to read such material are deposited contemporaneously. Depositor represents and warrants that the Deposit Material is in a form suitable for reproduction by computer equipment, and the Deposit Material includes all necessary materials to permit a programmer to recreate executable versions of the Software from the Source Code and to maintain and support the Software. (d) Depositor agrees, upon request by Xxxxxx AgentIron Mountain, in support of Beneficiary's ’s request for verification Services, to promptly complete and return the Escrow Deposit Questionnaire attached hereto as Exhibit D. Q. Depositor consents to Escrow AgentIron Mountain’s performance of any level(s) of verification Services described in Exhibit A attached hereto and Depositor further consents to Escrow AgentIron Mountain’s use of a subcontractor to perform verification Services. Any such subcontractor shall be bound by the same confidentiality obligations as Escrow Agent Iron Mountain and shall not be a direct competitor to either Depositor or Beneficiary. Escrow Agent Iron Mountain shall be responsible for the delivery of Services of any such subcontractor as if Escrow Agent Iron Mountain had performed the Services. Depositor represents that all Deposit Material is provided with all rights necessary for Escrow Agent Iron Mountain to verify such proprietary technology and materials upon receipt of a Work Request for such Services or agrees to use commercially reasonable efforts to provide Escrow Agent Iron Mountain with any necessary use rights or permissions to use materials necessary to perform verification of the Deposit Material. Depositor agrees to reasonably cooperate with Escrow Agent Iron Mountain by providing reasonable access to its technical personnel for verification Services whenever reasonably necessary. (e) Depositor agrees to deposit with the Escrow Agent a new copy of the Deposit Material in the event that all or any material part of the Deposit Material then on deposit with the Escrow Agent is destroyed or so corrupted as to not be compilable into machine-readable form.

Depositor Responsibilities and Representations. (a) Depositor shall make an initial deposit that is complete and functional of all proprietary technology and other materials covered under this Agreement, including the Source Code and Documentation, as defined and described in the Software License Agreement (collectively ―Deposit Material‖) Deposit Materials to Escrow Agent within thirty (30) days of the Effective Date. Depositor shall deposit and maintain at all times also update Deposit Materials each Quarter during the term Term of this Agreement, except that Depositor shall only be obligated to update the Vendor Information portion of the Software License Agreement a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all related Documentation for the most current version and immediately preceding version of the Software provided to Beneficiary under the Software License Agreement (and under any agreement involving maintenance and/or support of the Software) in escrow with Escrow Agent. As Enhancements are produced or made available by Depositor (including pursuant to any agreement involving maintenance and/or support of the Software), Depositor shall immediately thereafter deposit a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all updated Documentation in escrow with Escrow Agent for Beneficiary’s benefitDeposit Materials once per Contract Year. At the time of each deposit or update, Depositor will provide an accurate and complete description of all Deposit Material Materials sent to Escrow Agent using the form attached hereto as Exhibit B.Agent. (b) Depositor represents and warrants that it lawfully possesses all Deposit Material Materials provided to Escrow Agent under this Agreement free of any liens, pledges, security interests liens or other encumbrances as of the date of their deposit. Depositor represents, warrants and covenants that any Any Deposit Material Materials liens or encumbrances made after their deposit will not prohibit, limit, or alter the rights and obligations of Escrow Agent under this Agreement. In the event the Beneficiary receives the Deposit Material in accordance with Exhibit C, Beneficiary’s use of the Deposit Material shall not be limited or otherwise adversely affected by any liens, pledges, security interests or other encumbrances granted or established by or on behalf of Depositor with respect to the Deposit Material. Depositor represents and warrants that with respect to the Deposit Material, Escrow Agent's ’s proper administration of this Agreement will not violate the rights of any third parties. (c) Depositor represents that all Deposit Material Materials is readable and useable in its then current form; if any portion of such Deposit Material Materials is encrypted, the necessary decryption tools and keys to read such material are deposited contemporaneously. Depositor represents and warrants that the Deposit Material is in a form suitable for reproduction by computer equipment, and the Deposit Material includes all necessary materials to permit a programmer to recreate executable versions of the Software from the Source Code and to maintain and support the Software. (d) Depositor agrees, upon request by Xxxxxx Escrow Agent, in support of Beneficiary's ’s request for verification Verification Services, to promptly complete and return the any questionnaires provided by Escrow Deposit Questionnaire attached hereto as Exhibit D. Agent. Depositor consents to Escrow Agent’s performance of any level(s) of verification Verification Services described in Exhibit A attached hereto and Depositor further consents to Escrow Agent’s use of a subcontractor to perform verification Verification Services. Any such subcontractor shall be bound by the same confidentiality obligations as Escrow Agent and shall not be a direct competitor to either Depositor or Beneficiary. Escrow Agent shall be responsible for the delivery of Services of any such subcontractor as if Escrow Agent had performed the Services. Depositor represents that all Deposit Material Materials is provided with all rights necessary for Escrow Agent to verify such proprietary technology and materials upon receipt of a Work Request for such Services or agrees to use commercially reasonable efforts to provide Escrow Agent with any necessary use rights or permissions to use materials necessary to perform verification of the Deposit MaterialVerification Services. Depositor agrees to reasonably cooperate with Escrow Agent by providing reasonable access to its technical personnel for verification Verification Services whenever reasonably necessary. (e) Depositor agrees to deposit with the Escrow Agent a new copy of the Deposit Material in the event that all or any material part of the Deposit Material then on deposit with the Escrow Agent is destroyed or so corrupted as to not be compilable into machine-readable form.

Depositor Responsibilities and Representations. (a) Depositor shall make an initial deposit that is complete and functional of all proprietary technology and other materials covered under this Agreement, including the Source Code and Documentation, as defined and described in the Software License Agreement (collectively ―Deposit Material‖“Deposit Material”) to Escrow Agent Iron Mountain within thirty (30) days of the Effective Date. Depositor shall deposit may also update Deposit Material from time to time during the Term (as defined below) of this Agreement provided a minimum of one (1) complete and maintain functional copy of Deposit Material is deposited with Iron Mountain at all times during the term of the Software License Agreement a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all related Documentation for the most current version and immediately preceding version of the Software provided to Beneficiary under the Software License Agreement (and under any agreement involving maintenance and/or support of the Software) in escrow with Escrow Agent. As Enhancements are produced or made available by Depositor (including pursuant to any agreement involving maintenance and/or support of the Software), Depositor shall immediately thereafter deposit a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all updated Documentation in escrow with Escrow Agent for Beneficiary’s benefittimes. At the time of each deposit or update, Depositor will provide an accurate and complete description of all Deposit Material sent to Escrow Agent Iron Mountain using the form attached hereto as Exhibit B. (b) Depositor represents and warrants that it lawfully possesses all Deposit Material provided to Escrow Agent Iron Mountain under this Agreement free of any liens, pledges, security interests or other encumbrances as of the date of their deposit. Depositor represents, warrants and covenants that any current or future Deposit Material liens or encumbrances made after their deposit will not prohibit, limit, or alter the rights and obligations of Escrow Agent Iron Mountain under this Agreement. In the event the Beneficiary receives the Deposit Material in accordance with Exhibit C, Beneficiary’s use of the Deposit Material shall not be limited or otherwise adversely affected by any liens, pledges, security interests or other encumbrances granted or established by or on behalf of Depositor with respect to the Deposit Material. Depositor represents and warrants that with respect to the Deposit Material, Escrow Agent's Iron Mountain’s proper administration of this Agreement will not violate the rights of any third parties. (c) Depositor represents that all Deposit Material is readable and useable in its then current form; if any portion of such Deposit Material is encrypted, the necessary decryption tools and keys to read such material are deposited contemporaneously. Depositor represents and warrants that the Deposit Material is in a form suitable for reproduction by computer equipment, and the Deposit Material includes all necessary materials to permit a programmer to recreate executable versions of the Software from the Source Code and to maintain and support the Software. (d) Depositor agrees, upon request by Xxxxxx AgentIron Mountain, in support of Beneficiary's ’s request for verification Services, to promptly complete and return the Escrow Deposit Questionnaire attached hereto as Exhibit D. Q. Depositor consents to Escrow AgentIron Mountain’s performance of any level(s) of verification Services described in Exhibit A attached hereto and Depositor further consents to Escrow AgentIron Mountain’s use of a subcontractor to perform verification Services. Any such subcontractor shall be bound by the same confidentiality obligations as Escrow Agent Iron Mountain and shall not be a direct competitor to either Depositor or Beneficiary. Escrow Agent Iron Mountain shall be responsible for the delivery of Services of any such subcontractor as if Escrow Agent Iron Mountain had performed the Services. Depositor represents that all Deposit Material is provided with all rights necessary for Escrow Agent Iron Mountain to verify such proprietary technology and materials upon receipt of a Work Request for such Services or agrees to use commercially reasonable efforts to provide Escrow Agent Iron Mountain with any necessary use rights or permissions to use materials necessary to perform verification of the Deposit Material. Depositor agrees to reasonably cooperate with Escrow Agent Iron Mountain by providing reasonable access to its technical personnel for verification Services whenever reasonably necessary. (e) Depositor agrees to deposit with the Escrow Agent a new copy of the Deposit Material in the event that all or any material part of the Deposit Material then on deposit with the Escrow Agent is destroyed or so corrupted as to not be compilable into machine-readable form.

Depositor Responsibilities and Representations. (a) Depositor shall make an initial deposit that is complete and functional of all proprietary technology and other materials covered under this Agreement, including the Source Code and Documentation, as defined and described in the Software License Agreement (collectively ―Deposit Material‖) to Escrow Agent within thirty (30) days of the Effective Date. Depositor shall deposit and maintain at all times during the term of the Software License Agreement a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all related Documentation for the most current version and immediately preceding version of the Software provided to Beneficiary under the Software License Agreement (and under any agreement involving maintenance and/or support of the Software) in escrow with Escrow Agent. As Enhancements are produced or made available by Depositor (including pursuant to any agreement involving maintenance and/or support of the Software), Depositor shall immediately thereafter deposit a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all updated Documentation in escrow with Escrow Agent for Beneficiary’s benefit. At the time of each deposit or update, Depositor will provide an accurate and complete description of all Deposit Material sent to Escrow Agent using the form attached hereto as Exhibit B. (b) Depositor represents and warrants that it lawfully possesses all Deposit Material provided to Escrow Agent under this Agreement free of any liens, pledges, security interests or other encumbrances as of the date of their deposit. Depositor represents, warrants and covenants that any Deposit Material liens or encumbrances made after their deposit will not prohibit, limit, or alter the rights and obligations of Escrow Agent under this Agreement. In the event the Beneficiary receives the Deposit Material in accordance with Exhibit C, Beneficiary’s use of the Deposit Material shall not be limited or otherwise adversely affected by any liens, pledges, security interests or other encumbrances granted or established by or on behalf of Depositor with respect to the Deposit Material. Depositor represents and warrants that with respect to the Deposit Material, Escrow Agent's proper administration of this Agreement will not violate the rights of any third parties. (c) Depositor represents that all Deposit Material is readable and useable in its then current form; if any portion of such Deposit Material is encrypted, the necessary decryption tools and keys to read such material are deposited contemporaneously. Depositor represents and warrants that the Deposit Material is in a form suitable for reproduction by computer equipment, and the Deposit Material includes all necessary materials to permit a programmer to recreate executable versions of the Software from the Source Code and to maintain and support the Software. (d) Depositor agrees, upon request by Xxxxxx Escrow Agent, in support of Beneficiary's request for verification Services, to promptly complete and return the Escrow Deposit Questionnaire attached hereto as Exhibit D. Depositor consents to Escrow Agent’s performance of any level(s) of verification Services described in Exhibit A attached hereto and Depositor further consents to Escrow Agent’s use of a subcontractor to perform verification Services. Any such subcontractor shall be bound by the same confidentiality obligations as Escrow Agent and shall not be a direct competitor to either Depositor or Beneficiary. Escrow Agent shall be responsible for the delivery of Services of any such subcontractor as if Escrow Agent had performed the Services. Depositor represents that all Deposit Material is provided with all rights necessary for Escrow Agent to verify such proprietary technology and materials upon receipt of a Work Request for such Services or agrees to use commercially reasonable efforts to provide Escrow Agent with any necessary use rights or permissions to use materials necessary to perform verification of the Deposit Material. Depositor agrees to cooperate with Escrow Agent by providing reasonable access to its technical personnel for verification Services whenever reasonably necessary. (e) Depositor agrees to deposit with the Escrow Agent a new copy of the Deposit Material in the event that all or any material part of the Deposit Material then on deposit with the Escrow Agent is destroyed or so corrupted as to not be compilable into machine-readable form.

Depositor Responsibilities and Representations. (a) Depositor shall make an initial deposit that is complete and functional of all proprietary technology and other materials covered under this Agreement, including the Source Code and Documentation, as defined and described in the Software License Agreement (collectively ―Deposit Material‖“Deposit Material”) to Escrow Agent within thirty Iron Mountain not later than sixty (3060) days from the Effective Date of the Effective DateProcurement Agreement. Depositor shall deposit may also update Deposit Material from time to time during the Term of this Agreement provided a minimum of one (1) complete and maintain functional copy of Deposit Material is deposited with Iron Mountain at all times during the term of the Software License Agreement a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all related Documentation for the most current version and immediately preceding version of the Software provided to Beneficiary under the Software License Agreement (and under any agreement involving maintenance and/or support of the Software) in escrow with Escrow Agent. As Enhancements are produced or made available by Depositor (including pursuant to any agreement involving maintenance and/or support of the Software), Depositor shall immediately thereafter deposit a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all updated Documentation in escrow with Escrow Agent for Beneficiary’s benefittimes. At the time of each deposit or update, Depositor will provide an accurate and complete description of all Deposit Material sent to Escrow Agent Iron Mountain using the form attached hereto as Exhibit B. (b) Depositor represents and warrants that it lawfully possesses all Deposit Material provided to Escrow Agent Iron Mountain under this Agreement free of any liens, pledges, security interests liens or other encumbrances as of the date of their deposit. Depositor represents, warrants and covenants that any Any Deposit Material liens or encumbrances made after their deposit will not prohibit, limit, or alter the rights and obligations of Escrow Agent Iron Mountain under this Agreement. In the event the Beneficiary receives the Deposit Material in accordance with Exhibit C, Beneficiary’s use of the Deposit Material shall not be limited or otherwise adversely affected by any liens, pledges, security interests or other encumbrances granted or established by or on behalf of Depositor with respect to the Deposit Material. Depositor represents and warrants that with respect to the Deposit Material, Escrow Agent's Iron Mountain’s proper administration of this Agreement will not violate the rights of any third parties. (c) Depositor represents that all Deposit Material is readable and useable in its then current form; if any portion of such Deposit Material is encrypted, the necessary decryption tools and keys to read such material are deposited contemporaneously. Depositor represents and warrants that the Deposit Material is in a form suitable for reproduction by computer equipment, and the Deposit Material includes all necessary materials to permit a programmer to recreate executable versions of the Software from the Source Code and to maintain and support the Software. (d) Depositor agrees, upon request by Xxxxxx AgentIron Mountain, in support of Beneficiary's ’s request for verification Services, to promptly complete and return the Escrow Deposit Questionnaire attached hereto as Exhibit D. Q. Depositor consents to Escrow AgentIron Mountain’s performance of any level(s) of verification Services described in Exhibit A attached hereto and Depositor further consents to Escrow AgentIron Mountain’s use of a subcontractor to perform verification Services. Any such subcontractor shall be bound by the same confidentiality obligations as Escrow Agent Iron Mountain and shall not be a direct competitor to either Depositor or Beneficiary. Escrow Agent Iron Mountain shall be responsible for the delivery of Services of any such subcontractor as if Escrow Agent Iron Mountain had performed the Services. Depositor represents that all Deposit Material is provided with all rights necessary for Escrow Agent Iron Mountain to verify such proprietary technology and materials upon receipt of a Work Request for such Services or agrees to use commercially reasonable efforts to provide Escrow Agent Iron Mountain with any necessary use rights or permissions to use materials necessary to perform verification of the Deposit Material. Depositor agrees to reasonably cooperate with Escrow Agent Iron Mountain by providing reasonable access to its technical personnel for verification Services whenever reasonably necessary. (e) Depositor agrees to deposit with the Escrow Agent a new copy of the Deposit Material in the event that all or any material part of the Deposit Material then on deposit with the Escrow Agent is destroyed or so corrupted as to not be compilable into machine-readable form.

Depositor Responsibilities and Representations. (a) Depositor shall make an initial deposit that is complete and functional of all proprietary technology and other materials covered under this Agreement, including the Source Code and Documentation, as defined and described in the Software License Agreement (collectively ―Deposit Material‖“Deposit Material”) to Escrow Agent Iron Mountain within thirty (30) days of the Effective Date. Depositor shall deposit may also update Deposit Material from time to time during the Term of this Agreement provided a minimum of one (1) complete and maintain functional copy of Deposit Material is deposited with Iron Mountain at all times during the term of the Software License Agreement a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all related Documentation for the most current version and immediately preceding version of the Software provided to Beneficiary under the Software License Agreement (and under any agreement involving maintenance and/or support of the Software) in escrow with Escrow Agent. As Enhancements are produced or made available by Depositor (including pursuant to any agreement involving maintenance and/or support of the Software), Depositor shall immediately thereafter deposit a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all updated Documentation in escrow with Escrow Agent for Beneficiary’s benefittimes. At the time of each deposit or update, Depositor will provide an accurate and complete description of all Deposit Material sent to Escrow Agent Iron Mountain using the form attached hereto as Exhibit B. (b) Depositor represents and warrants that it lawfully possesses all Deposit Material provided to Escrow Agent Iron Mountain under this Agreement free of any liens, pledges, security interests liens or other encumbrances as of the date of their deposit. Depositor represents, warrants and covenants that any Any Deposit Material liens or encumbrances made after their deposit will not prohibit, limit, or alter the rights and obligations of Escrow Agent Iron Mountain under this Agreement. In the event the Beneficiary receives the Deposit Material in accordance with Exhibit C, Beneficiary’s use of the Deposit Material shall not be limited or otherwise adversely affected by any liens, pledges, security interests or other encumbrances granted or established by or on behalf of Depositor with respect to the Deposit Material. Depositor represents and warrants that with respect to the Deposit Material, Escrow Agent's Iron Mountain’s proper administration of this Agreement will not violate the rights of any third parties. (c) Depositor represents that all Deposit Material is readable and useable in its then current form; if any portion of such Deposit Material is encrypted, the necessary decryption tools and keys to read such material are deposited contemporaneously. Depositor represents and warrants that the Deposit Material is in a form suitable for reproduction by computer equipment, and the Deposit Material includes all necessary materials to permit a programmer to recreate executable versions of the Software from the Source Code and to maintain and support the Software. (d) Depositor agreesmay enroll one or more beneficiary (“Beneficiary”) under this Agreement. To enroll a Beneficiary, upon request by Xxxxxx AgentDepositor will either (i) execute and submit to Iron Mountain a Beneficiary Enrollment Form, referenced in support of Beneficiary's request for verification Services, to promptly complete and return the Escrow Deposit Questionnaire attached hereto this Agreement as Exhibit D. Depositor consents E, listing each Beneficiary to Escrow Agent’s performance be enrolled under the Agreement or (ii) enroll the Beneficiary via the online portal maintained at the Website located at xxx.xxxxxxxxxxxxxxxxxxx.xxx. Upon Iron Mountain's receipt of Exhibit E or any level(s) additional Exhibit E thereto, Iron Mountain will issue an enrollment letter and a copy of verification Services described in Exhibit A attached hereto and Depositor further consents C of this Agreement to Escrow Agent’s use of a subcontractor to perform verification Services. Any such subcontractor shall be bound by the same confidentiality obligations as Escrow Agent and shall not be a direct competitor to either Depositor or Beneficiary. Escrow Agent Depositor shall be responsible for the delivery of Services of any such subcontractor as if Escrow Agent had performed the Services. Depositor represents that all Deposit Material is provided with all rights necessary for Escrow Agent to verify such proprietary technology and materials upon receipt of a Work Request for such Services or agrees to use commercially reasonable efforts to provide Escrow Agent with any necessary use rights or permissions to use materials necessary to perform verification of the Deposit Material. Depositor agrees to cooperate with Escrow Agent by providing reasonable access to its technical personnel for verification Services whenever reasonably necessary. (e) Depositor agrees to deposit with the Escrow Agent a new copy of the Deposit Material in the event assure that all or Beneficiary information contained in Authorized Persons/Notices Table of each Exhibit E submitted to Iron Mountain is current. For avoidance of doubt, Depositor may remove an enrolled Beneficiary from this Agreement by written notice to Iron Mountain. Once such notice is received by Iron Mountain, the Beneficiary shall no longer have any material part of the Deposit Material then on deposit with the Escrow Agent is destroyed or so corrupted as to not be compilable into machine-readable formrights under this Agreement.

Depositor Responsibilities and Representations. (a) Depositor shall make an initial deposit that is complete and functional of all proprietary technology and other materials covered under this Agreement, including the Source Code and Documentation, as defined and described in the Software License Agreement (collectively ―Deposit Material‖“Deposit Material”) to Escrow Agent Iron Mountain within thirty (30) days of the Effective Date. Depositor shall deposit may also update Deposit Material from time to time during the Term of this Agreement provided a minimum of one (1) complete and maintain functional copy of Deposit Material is deposited with Iron Mountain at all times during the term of the Software License Agreement a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all related Documentation for the most current version and immediately preceding version of the Software provided to Beneficiary under the Software License Agreement (and under any agreement involving maintenance and/or support of the Software) in escrow with Escrow Agent. As Enhancements are produced or made available by Depositor (including pursuant to any agreement involving maintenance and/or support of the Software), Depositor shall immediately thereafter deposit a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all updated Documentation in escrow with Escrow Agent for Beneficiary’s benefittimes. At the time of each deposit or update, Depositor will provide an accurate and complete description of all Deposit Material sent to Escrow Agent Iron Mountain via the Iron Mountain Website or using the form attached hereto as Exhibit B. (b) Depositor represents and warrants that it lawfully possesses all Deposit Material provided to Escrow Agent Iron Mountain under this Agreement free of any liens, pledges, security interests liens or other encumbrances as of the date of their deposit. Depositor represents, warrants and covenants that any Any Deposit Material liens or encumbrances made after their deposit will not prohibit, limit, or alter the rights and obligations of Escrow Agent Iron Mountain under this Agreement. In the event the Beneficiary receives the Deposit Material in accordance with Exhibit C, Beneficiary’s use of the Deposit Material shall not be limited or otherwise adversely affected by any liens, pledges, security interests or other encumbrances granted or established by or on behalf of Depositor with respect to the Deposit Material. Depositor represents and warrants that with respect to the Deposit Material, Escrow Agent's Iron Mountain’s proper administration of this Agreement will not violate the rights of any third parties. (c) Depositor represents that all Deposit Material is readable and useable in its then current form; if any portion of such Deposit Material is encrypted, encrypted the necessary decryption tools and keys to read such material are deposited contemporaneously. Depositor represents and warrants that the Deposit Material is in a form suitable for reproduction by computer equipment, and the Deposit Material includes all necessary materials to permit a programmer to recreate executable versions of the Software from the Source Code and to maintain and support the Software. (d) Depositor agrees, upon request by Xxxxxx AgentIron Mountain, in support of Beneficiary's ’s request for verification Services, to promptly complete and return the Escrow Deposit Questionnaire attached hereto as Exhibit D. Q. Depositor consents to Escrow AgentIron Mountain’s performance of any level(s) of verification Services described in Exhibit A attached hereto and Depositor further consents to Escrow AgentIron Mountain’s use of a subcontractor to perform verification Services. Any such subcontractor shall be bound by the same confidentiality obligations as Escrow Agent Iron Mountain and shall not be a direct competitor to either Depositor or Beneficiary. Escrow Agent Iron Mountain shall be responsible for the delivery of Services of any such subcontractor as if Escrow Agent Iron Mountain had performed the Services. Depositor represents that all Deposit Material is provided with all rights necessary for Escrow Agent Iron Mountain to verify such proprietary technology and materials upon receipt of a Work Request for such Services or agrees to use commercially reasonable efforts to provide Escrow Agent Iron Mountain with any necessary use rights or permissions to use materials necessary to perform verification of the Deposit Material. Depositor agrees to reasonably cooperate with Escrow Agent Iron Mountain by providing reasonable access to its technical personnel for verification Services whenever reasonably necessary. (e) Depositor agrees to deposit with the Escrow Agent a new copy of the Deposit Material in the event that all or any material part of the Deposit Material then on deposit with the Escrow Agent is destroyed or so corrupted as to not be compilable into machine-readable form.

Depositor Responsibilities and Representations. (a) Depositor shall make an initial deposit that is complete and functional of all proprietary technology and other materials covered under this Agreement, including the Source Code and Documentation, as defined and described in the Software License Agreement (collectively ―Deposit Material‖“Deposit Material”) to Escrow Agent Iron Mountain within thirty ninety (3090) days of the Effective Date. Depositor shall deposit and maintain may also update Deposit Material from time to time during the Term (as defined below) of this Agreement provided a minimum of one Deposit Account is maintained with Iron Mountain at all times during the term of the Software License Agreement a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all related Documentation for the most current version and immediately preceding version of the Software provided to Beneficiary under the Software License Agreement (and under any agreement involving maintenance and/or support of the Software) in escrow with Escrow Agent. As Enhancements are produced or made available by Depositor (including pursuant to any agreement involving maintenance and/or support of the Software), Depositor shall immediately thereafter deposit a complete copy of the Source Code (on a media and in an electronic format acceptable to Beneficiary) and all updated Documentation in escrow with Escrow Agent for Beneficiary’s benefittimes. At the time of each deposit or update, Depositor will provide an accurate and complete description of all Deposit Material sent to Escrow Agent Iron Mountain using the form attached hereto as Exhibit B. (b) Depositor may add deposit accounts (“Auxiliary Deposit Accounts”) in addition to the initial account created upon execution of this Agreement (“Master Deposit Account”). Each such deposit account shall be governed under the terms of this Agreement. Depositor shall complete the form attached hereto as Exhibit D to individually add Auxiliary Deposit Accounts. Depositor shall complete the form attached hereto as Exhibit D-1 to set up multiple Auxiliary Deposit Accounts. (c) Depositor represents and warrants that it lawfully possesses all Deposit Material provided to Escrow Agent Iron Mountain under this Agreement free of any liens, pledges, security interests or other encumbrances as of the date of their deposit. Depositor represents, warrants and covenants that any current or future Deposit Material liens or encumbrances made after their deposit will not prohibit, limit, or alter the rights and obligations of Escrow Agent Iron Mountain under this Agreement. In the event the Beneficiary receives the Deposit Material in accordance with Exhibit C, Beneficiary’s use of the Deposit Material shall not be limited or otherwise adversely affected by any liens, pledges, security interests or other encumbrances granted or established by or on behalf of Depositor with respect to the Deposit Material. Depositor represents and warrants that with respect to the Deposit Material, Escrow Agent's Iron Mountain’s proper administration of this Agreement will not violate the rights of any third parties. (cd) Subject to the terms of this Section 2(d), Depositor represents and warrants that all Deposit Material is readable and useable in its then current form; if . Depositor represents and warrants that any portion of such Deposit Material that is deposited with Iron Mountain, in physical or electronic form, shall be encrypted; provided, however, that the initial deposit of fifty (50) boxes described in Exhibit A shall not be required to be encrypted. For any encrypted Deposit Material deposited with Iron Mountain, the Depositor represents and warrants that the necessary decryption tools and keys to read such material are deposited contemporaneously. Depositor represents and warrants that the Deposit Material is contemporaneously in a form suitable for reproduction by computer equipment, and the Deposit Material includes all necessary materials to permit a programmer to recreate executable versions of the Software from the Source Code and to maintain and support the Softwareseparate delivery or transmission. (d) Depositor agrees, upon request by Xxxxxx Agent, in support of Beneficiary's request for verification Services, to promptly complete and return the Escrow Deposit Questionnaire attached hereto as Exhibit D. Depositor consents to Escrow Agent’s performance of any level(s) of verification Services described in Exhibit A attached hereto and Depositor further consents to Escrow Agent’s use of a subcontractor to perform verification Services. Any such subcontractor shall be bound by the same confidentiality obligations as Escrow Agent and shall not be a direct competitor to either Depositor or Beneficiary. Escrow Agent shall be responsible for the delivery of Services of any such subcontractor as if Escrow Agent had performed the Services. Depositor represents that all Deposit Material is provided with all rights necessary for Escrow Agent to verify such proprietary technology and materials upon receipt of a Work Request for such Services or agrees to use commercially reasonable efforts to provide Escrow Agent with any necessary use rights or permissions to use materials necessary to perform verification of the Deposit Material. Depositor agrees to cooperate with Escrow Agent by providing reasonable access to its technical personnel for verification Services whenever reasonably necessary. (e) Depositor agrees to deposit with the Escrow Agent a new copy of the Deposit Material in the event that all or any material part of the Deposit Material then on deposit with the Escrow Agent is destroyed or so corrupted as to not be compilable into machine-readable form.