Common use of Source Code Escrow Clause in Contracts

Source Code Escrow. On the date hereof, Company shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of the source code (the "Source Code") for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"). Within [ ** ] of the installation of any new update to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement for use in continued provision of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED.

Source Code Escrow. On During the date hereofTerm of the Agreement and any extension, Company Unisys agrees, at UHS’ cost (which shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"commercially reasonable), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of the source code (the "Source Code") for the Domain Name and any other materials required to operate maintain the Source Code (defined below) to the "Unisys Proprietary Software (the “Unisys Source Code”) in escrow with Data Securities International, Inc. (“DSI”) and, subject to an Escrow Materials")Agreement (the “Escrow Agreement”) attached hereto as Exhibit 35 signed by Unisys, UHS and DSI. Within [ The version maintained at all times, shall be the version used by Unisys to provide Services to UHS so that if a release event occurred, UHS could operate without interruption. Unisys shall also deposit under the Escrow Agreement the Source Code to any updates, changes, alterations, or modifications to the Unisys Proprietary Software as they are made, so as to be current with the version operated by Unisys for the benefit of UHS. UHS may only access the Unisys Source Code in the event that any of *** ] Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. the release conditions set forth in Section 4 of the installation Escrow Agreement (except for 4.1(a)) and/or any of any new update the following permanent release conditions, and notwithstanding anything to the Service contrary in the Escrow Agreement, release shall not be subject to objection or contrary instructions by Unisys: (i) Upon termination of the Agreement for Change in Control of Unisys (Section 24.02); (ii) In the event Unisys discontinues (or any other substantial modification UHS is unable to acquire) standard, commercially available maintenance for the Unisys Proprietary Software version used by or for the benefit of UHS, on commercially reasonable terms and conditions and pricing; or (iii) In the event that Unisys fails to carry out maintenance or support obligations (or is relieved of its obligations to do so under a force majeure event) with respect to the Source CodeUnisys Proprietary Software imposed on it pursuant to the Agreement or Exhibit 1. UHS shall have the right at any time to verify the Deposits made to DSI by Unisys, and Unisys shall provide UHS all information and assistance, including object code versions of the Domain Name or the ServiceUnisys Proprietary Software, to do so, at no cost to UHS. Unisys hereby grants to UHS a paid-up, non-exclusive, royalty-free, non-transferable (except to its assignees under Section 33.01(3) or within [ ** ] to its Affiliates), worldwide, license for the remaining term of the last deposit hereunder, whichever is sooner, Company related software license to alter copy and use the Source Code to support its license of the Software as set forth in this Agreement and to authorize third parties to exercise such rights in each case solely for the benefit of UHS. Such license shall deliver be at least as broad as the license to the Escrow Agentobject code. UHS agrees, for deposit however, to forbear from accessing and using the Source Code until such time as UHS is entitled, in accordance with such Escrow this Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach release of the terms Source Code out of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement for use in continued provision of the Serviceescrow. AMEX UHS shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agentif necessary, to select and designate a new escrow agent reverse engineer the Unisys Proprietary Software solely as necessary to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTEDsupport its use thereof.

Source Code Escrow. On (a) As soon as practicable after the date hereofMPSA Trigger Date, Company the Parties shall deliver to an independent third enter into a source code escrow agreement (the “Escrow Agreement”) with a reputable, mutually acceptable third-party escrow agent, selected and designated by AMEX and approved by Company agent (such approval not to be unreasonably withheld) ("the “Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of the source code (the "Source Code"”) for the Domain Name escrow of on-premise Meridium and on-premise Smart Signal source codes, along with any other materials required to operate training manuals and tangible embodiments, as such exist as of the Source Code MPSA Trigger Date (the "“Escrow Materials"Software”). Within [ ** ] of , which shall provide the installation of any new update to following: (i) GE Digital shall make only those Xxxxx Xxxxxx Customers agreed upon by the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changesParties, if any, made the beneficiaries of source code, source materials and all the documentation embodying the Escrow Software that will be deposited by GE Digital with the Escrow Agent; and (ii) GE Digital shall deposit into escrow the current version of the Escrow Software, in source code format, upon execution of the Escrow Agreement or as soon as practicable thereafter, and GE Digital shall, on an ongoing basis, continue to maintain and update in escrow the most current version(s) of the Escrow Software. (b) A Xxxxx Xxxxxx Customer identified as a beneficiary to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder Agreement shall be considered "entitled to a release of the Escrow Materials" as Software in the term event that: (i) GE Digital ceases to do business in the ordinary course or GE Digital terminates the offering, support, and maintenance of the Escrow Software, and provided that the offering, support, and maintenance of the Escrow Software have not been assigned to a third party; (ii) GE Digital is used herein. acquired or divests the Escrow Software and the acquiring organization no longer offers, supports, or maintains the Escrow Software; provided that if such acquiring organization obsoletes, discontinues or otherwise terminates such Escrow Software in accordance with the End of Life Policy and Section 2.03(b), then such Xxxxx Xxxxxx Customer shall not be entitled to release of such Escrow Software; (iii) GE Digital files or has filed against it a petition in bankruptcy or insolvency, or files a petition or answer seeking reorganization, readjustment or restructuring under any law relating to bankruptcy or insolvency, or a receiver is appointed for a full or a substantial portion of its property, or it makes any assignment or attempted assignment for the benefit of creditors, unless any of the above referenced petitions are dismissed in favor of GE Digital within sixty (60) days of filing; (c) In the event of (i) a Xxxxx Xxxxxx Customer that is a beneficiary as set forth above exercises its right to obtain the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach deposited source code of the terms Escrow Software under the release conditions as stated herein, such Xxxxx Xxxxxx Customer (or, upon GE Digital’s consent, which shall not be unreasonably withheld or delayed, Xxxxx Xxxxxx) may use such source code solely in a defined, controlled environment and solely for purposes of this Agreement specifically because Xxxxx Xxxxxx’ obligations to such Xxxxx Xxxxxx Customer that are in existence at the time of its gross negligence or willful misconduct such release of the Escrow Software and such breach is that cannot fully remedied within thirty be supported by GE Digital. Such Xxxxx Xxxxxx Customer (30or, if consented as above, Xxxxx Xxxxxx) days of AMEX's notice to Company, then notwithstanding shall not use released Escrow Software for any other rights purposes. (d) The Parties acknowledge that in the event of such release of the Escrow Software, GE Digital may need to make available to Xxxxx Xxxxxx certain additional proprietary software tools which are necessary enable the functioning of the Escrow Software (“Enabling Tools”). GE Digital shall make available to Xxxxx Xxxxxx such Enabling Tools that are necessary for the operation of the Escrow Software for a reasonable interim period, provided that Xxxxx Xxxxxx shall use such Enabling Tools strictly and remedies solely for such enabling purpose. Notwithstanding anything to which AMEX may be entitledthe contrary herein, AMEX GE Digital shall immediately have the right to obtain deposit into escrow a copy version of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement for use in continued provision of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon Software that does not require such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTEDEnabling Tools.

Source Code Escrow. On Within ten (10) days after the date hereofEffective Date of this Amendment, Company shall deliver to an independent third party escrow agent, selected the parties and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and will enter into an amendment to the parties hereto and substantially in Escrow Agreement to provide for the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy delivery of the UPI Email Application source code (the "Source Code") for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"). Within [ ** ] of the installation of any new update to the Service (or any other substantial modification Escrow Agent to the Source Codebe held in escrow, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall and UPI will deliver to the Escrow AgentAgent under the Escrow Agreement a complete, for deposit in accordance with such Escrow Agreementcurrent and accurate copy of the UPI Email Application source code. Thereafter, any and all changes UPI will deliver to the Escrow Materials which correspond Agent all source code for each Upgrade and Enhancement provided to changes, if any, made AT&T hereunder within [********] days after such Upgrade or Enhancement is delivered to AT&T. UPI will resubmit the UPI Email Application source code to the corresponding Escrow Material or shall notify Escrow Agent promptly after the occurrence of every Upgrade and Enhancement provided to AT&T hereunder to such code, and will ensure that no changes were made during the preceding periodUPI Email Application held in escrow will at all times match the UPI Email Application code which is then being using by AT&T. All relevant versions of the supporting UPI Email Application source code (as it relates to the hardware platforms, operation systems, utilities, database management systems and any other supporting code necessary to run the system) will also be delivered to and held in escrow by the Escrow Agent. All materials deposited hereunder shall The UPI Email Application source code will be considered "Escrow Materials" as the term is used herein. In delivered to AT&T in the event of a Minor Release Event or a Major Release Event as follows: (iI) following a Minor Release Event relating to the Company's insolvency (UPI Email Application source code, UPI grants to AT&T and its Affiliates a license to use, [***************] the UPI Email Application source code and to take such other actions with respect thereto as defined in Section 16(e)) or may be necessary to use, correct, maintain and otherwise support the UPI Email Application; and (ii) following a Major Release Event relating to the Company's material breach UPI Email Application source code, UPI grants to AT&T and its Affiliates a license to use, [********************************************] the UPI Email Application source code, and to take such other actions with respect thereto as may be necessary to use, correct, maintain, [*********************** *********] and otherwise support the UPI Email Application. Not withstanding the foregoing, if a default or other reason giving rise to the release of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach UPI Email Application source code is not fully remedied within thirty (30) days of AMEX's notice to Companycured by UPI, then notwithstanding any other rights and remedies AT&T will return all copies of such source code to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided to be held in escrow under the Escrow Agreement for use in continued provision and the license granted under this First Amendment with respect to such source code will terminate until such time as there is a subsequent occurrence of a default or other reason giving rise to the release of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTEDUPI Email Application source code.

Source Code Escrow. On the date hereof, Company shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of the source code (the "Source Code") for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"). a. Within [ ** ] of the installation of any new update to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice the Effective Date, Seisint shall place in escrow with an escrow agent reasonably acceptable to Company, then notwithstanding any other rights both Parties and remedies pursuant to which AMEX may be entitled, AMEX shall immediately have a source code escrow agreement in the right to obtain a copy form attached hereto as Exhibit E the source code for the software comprising elements of the Escrow Materials from Seisint DMS Core Technology and all documentation attendant thereto (the Escrow Agent upon written notice as provided in “Escrowed Code”). Seisint shall update the Escrow Agreement for use in continued provision Escrowed Code through additional deposits with the escrow agent within ten (10) days of the Servicedate when Seisint provides Equifax enhancements to the Seisint DMS Core Technology pursuant to Section 4(e) of this Agreement. AMEX Seisint shall provide a certificate to Equifax at the time of each deposit of the Escrowed Code with the escrow agent that the Escrowed Code is true, correct and complete, and Equifax shall have the right, through its own personnel, at the time of each such deposit to review and certify that the Escrowed Code complies with this Section 5. Equifax shall bear the costs of such review and certification. b. The term of the escrow shall be until a release event occurs. The Escrowed Code shall be released from the escrow by the escrow agent upon any time upon at least ten of the following events: 1. Upon agreement of the Parties; (10a) days' written Upon the determination from a court of law that (i) Seisint materially breached this Agreement pursuant to Section 15(b) of this Agreement and (ii) such breach was not cured by Seisint within the notice and cure period provided in Section 15(b), (b) if Seisint becomes insolvent or is unable to Company pay its debts or enters into or files (or has filed against it) a petition, arrangement, action or other proceeding seeking relief or protection under the bankruptcy laws, or (c) if Equifax obtains a court order in response to Equifax’s request for injunctive relief (as detailed herein). Notwithstanding the foregoing, Seisint agrees that a failure by Seisint to provide the Seisint Support as required under this Agreement will adversely affect Equifax’s ability to use and enjoy the Seisint DMS Core Technology and adversely affect Equifax’s business by compromising Equifax’s ability to perform required support and maintenance for the Seisint DMS Core Technology. Accordingly, if Seisint materially breaches this Agreement by failing to provide the Seisint Support as required under this Agreement, then Equifax shall be entitled to petition for injunctive relief in the form of an order of a court for release of the Escrowed Code; or (a) Upon the determination from a court of law that (i) Equifax breached this Agreement pursuant to Section 15(d) of this Agreement and (ii) such breach was not cured by Equifax within the notice and cure period provided in Section 15(d) or (b) if Equifax becomes insolvent or is unable to pay its debts or enters into or files (or has filed against it) a petition, arrangement, action or other proceeding seeking relief or protection under the bankruptcy laws. In the event of a release under item 1, the Escrowed Code shall be delivered to the Party designated in a joint notice from the Parties to the escrow agent, in the event of a release under item 2, the Escrowed Code shall be delivered to Equifax and in the event of a release under item 3, the Escrowed Code shall be delivered to Seisint. c. The Parties shall enter into a three party contractual arrangement with each other and the escrow agent in the form of Exhibit E hereto, with commercially reasonable changes, if any, requested by the escrow agent, to implement the provisions of this Section 5. Equifax shall bear the cost of the escrow arrangement with the Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED.

Source Code Escrow. On a. The Parties shall enter into a Source Code Escrow Agreement (the date hereof"Source Code Escrow Agreement") with DSI Technology Escrow Services, Company shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company Inc. (such approval not to be unreasonably withheld) (the "Escrow Agent"), for deposit in accordance with an escrow agreement among substantially the form attached hereto as Exhibit 8. All such costs to be paid to the Escrow Agent and under the parties hereto and substantially in Source Code Escrow Agreement shall be borne by Axeda, except as provided below. b. Axeda shall deposit with Escrow Agent, within five (5) business days after completion of the form attached as Exhibit E ("Licensed Products under Section 2.a.iii. or execution of the Source Code Escrow Agreement"), a current and whichever is later, one (1) complete copy of the source code Source Materials. Axeda further agrees to deposit one (the "Source Code"1) for the Domain Name complete copy of all Maintenance Releases within sixty (60) days of each major release and any other modification and/or development of Licensed Software under Section 2 within fifteen (15) days after Axeda provides such materials required to operate EFI in accordance with [*] CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. this Agreement. EFI, after written notice to Axeda, as pursuant to Section 1.6 of the Source Code (Escrow Agreement, may request that Escrow Agent inspect the "Source Materials deposited by Axeda with Escrow Materials"). Within [ ** ] Agent for the sole purpose of determining the existence, accuracy, completeness, sufficiency and quality of the installation Source Materials; provided, however, that EFI shall bear the cost of any new update such inspection. EFI shall have no right to the Service (or any other substantial modification to be present at such inspection. c. The Source Materials shall be maintained under the Source CodeCode Escrow Agreement for release to and use by EFI as described in the Source Code Escrow Agreement, provided that the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver failure to the Escrow Agent, for deposit agree to post-termination Customer Support in accordance with such Escrow Agreementthe procedures set forth in Section 22.c.iv. shall not result in the release of the Source Materials to EFI. EFI is hereby granted a limited, any non-transferable license to use the Source Materials as permitted by the licenses granted in Section 3 of this Agreement and all changes to use the Source Materials only to the Escrow Materials which correspond extent necessary to changesfulfill Axeda's obligation to provide support and maintenance services for the Licensed Software, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" and only for so long as the term is used hereinrelease condition remains uncorrected. In EFI agrees to forebear the event use of (i) this license until release to EFI of the Company's insolvency Source Materials under this Section 8.c. d. [*] e. For purposes of Sections 8.c.and 8.d., use of the Source Materials by EFI to provide support and maintenance services means use only as necessary to develop or provide corrections to Errors (as defined in the Section 16(e14.d.)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement for use in continued provision of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED.

Source Code Escrow. On At Customer’s request and expense, Customer may become a beneficiary under the date hereof, Company shall deliver to an independent Software Source Code Escrow Agreement (the “Escrow Agreement”) between Denodo and a third party as escrow agent, selected and designated by AMEX and approved by Company agent (such approval not to be unreasonably withheld) ("the “Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of the source code (the "Source Code") for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"”). Within [ ** ] of To the installation of any new update to the Service (or any other substantial modification to the Source Codeextent not already in such agent’s possession, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall Denodo will deliver to the Escrow AgentAgent the source code for the Software (“Source Materials”) and, for deposit in accordance with such the terms and procedures set forth in the Escrow Agreement, any and all changes the same will be released from escrow to the Escrow Materials which correspond to changes, Customer if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) Denodo is unwilling or unable to maintain the Company's insolvency Software in breach of Denodo’s support obligations to Customer pursuant to this Agreement (as defined in Section 16(e)which breach is not cured after sixty (60) days of written notice of such breach given by the Customer to Denodo) or (ii) Denodo is liquidated or dissolved. Customer will pay all fees assessed by the Company's material breach Escrow Agent related to the establishment and maintenance of Customer as a beneficiary to the Escrow Agreement and all fees otherwise payable by it as a beneficiary under the Escrow Agreement. For the avoidance of doubt, it shall be Customer’s responsibility to register as a beneficiary under the Escrow Agreement following execution of this Agreement Upon delivery of the Source Materials to Customer in compliance with the provisions of the Escrow Agreement, Customer will have the non-exclusive, non-transferable, non-sublicensable right, free of charge, to copy, modify and use the Source Materials during the period of time that this Agreement remains in effect (or would otherwise have remained in effect, absent conditions giving rise to the release of the Source Materials from escrow). Notwithstanding the foregoing, Customer may modify the Software solely in order to maintain the Source Materials in accordance with the then-current Documentation, but not to enhance or add functionality to the Software. All such Source Materials and modifications and copies thereof shall be deemed the Confidential Information of Denodo pursuant to the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice Agreement, shall be owned solely by Denodo and, notwithstanding anything to Companythe contrary in this Agreement, then notwithstanding any other rights and remedies shall be subject indefinitely to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided confidentiality obligations set forth in the Escrow Agreement for use in continued provision of the ServiceSection VIII. AMEX shall have the Denodo reserves all right, at any time upon at least ten (10) days' written notice to Company title and Escrow Agentinterest, to select including all intellectual property rights, in and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTEDSource Materials not expressly granted herein.

Source Code Escrow. On 16.1 Within six (6) months following the date hereofcompletion and acceptance of the Deliverables, Company WINK shall deliver to an independent third party enter into a standard form of source code escrow agentagreement ("Escrow Agreement") with Data Securities International, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) Inc. ("Escrow Agent"). Such Escrow Agreement shall provide for WINK's delivery and deposit from time to time (including Product Releases, for deposit in accordance Version Releases and Updates) with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of the source code and proprietary materials in both electronic (the "Source Code"e.g., CD-ROM or diskette) and documented paper format for the Domain Name and any other materials required to operate the Source Code each piece of software (the "Escrow Materials"). Within [ ** ] of the installation of any new update ) related to the Service Licensed Products and WINK shall make such deposits. Until a condition of release (or any other substantial modification to the Source Code, the Domain Name or the Service"Release Condition") or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (occurs as defined in Section 16(e)) or (ii) herein and the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy conditions of the Escrow Materials from Agreement have been met, the Escrow Agent upon written notice as provided in the Escrow Agreement for use in continued provision of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer not deliver the Escrow Materials to TAK. The fees and costs charged by the Escrow Agent to establish and maintain the Escrow Agreement shall be paid by WINK (provided that 50% of such amount shall be reimbursed to WINK by TAK) Any of the following events shall be deemed to be Release Conditions: (i) WINK defaults on its obligation to cure a major bug, such bug being of a nature to significantly affect TAK's business and such default is not cured within forty-five (45) days after written notice by TAK; or (ii) WINK fails to deliver a major enhancement to the WINK Engine in any four (4) year period following the date of the last Product Release and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iii) Having notified TAK of its decision pursuant to the provisions of Section 6.13, WINK fails to commit to promptly develop (at WINK's normal consulting rates) any new escrow agent Version Release or Product Release requested by TAK and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iv) WINK fails to provide Support as set forth in this Agreement and such default is not cured within sixty (60) days after written notice by TAK, or (v) WINK files or there is filed against it any petition in bankruptcy which will then become petition has not been dismissed within 60 days of its filing, provided however, that no Release Condition shall occur in the event the WINK is a "Escrow Agentdebtor-in-possession" hereunderunder a Chapter 11 proceeding [and no Release Condition has otherwise occurred under Section 16(i), (ii), (iii) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTEDor (iv) above].

Source Code Escrow. On a) Upon the date hereoflicensing of the Software to a Customer, Company shall deliver IMNET agrees to establish an independent third party escrow agentaccount with Fort Knox Xxxrow Services, selected and designated by AMEX and approved by Company Inc. (such approval not to be unreasonably withheld) (the "Escrow Agent"). IMNET shall deposit into the Escrow Account the source code for the Software under the terms of the Escrow Agent's standard Escrow Agreement. If Distributor obtains access to the source code of the Software pursuant to the terms of the Escrow Agreement, Distributor shall use the source code solely for deposit the support of Customers and said source code shall be subject to the restrictions on use, transfer, sales and reproduction placed on the Software itself by this Agreement. b) Provided that the Distributor is not then in accordance with an escrow agreement among default under the terms of this Agreement or the Escrow Agreement and subject to the provisions set forth below and in the Escrow Agreement, the Escrow Agent and shall provide to the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and Distributor one complete copy of the source code upon occurrence of any one or more of the following events: i) IMNET ceases, for any reason, to do business (other than the "Source Code"sale of its business to a party which assumes IMNET's obligations hereunder); or ii) Provided that IMNET is obligated to provide maintenance services for the Domain Name and any other materials required Software to operate the Source Code (the "Escrow Materials"). Within [ ** ] of the installation of any new update to the Service (Customer(s) under this Agreement or any other substantial modification to the Source Codeagreement between Customer(s) and IMNET, the Domain Name or failure by IMNET, following not less that 90 days written notice from Customer clearly indicating the Service) or within [ ** ] of alleged default, to maintain the last deposit hereunder, whichever is sooner, Company shall deliver Software and such failure substantially impairs Customer's ability to operate and use the Escrow Agent, for deposit Software in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. IMNET's documentation. c) In the event that the parties do not agree as to the occurrence of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach one of the terms above events, the parties hereby agree no such occurrence shall be deemed to have occurred unless and until the Arbitrator has found, after hearing as to the facts, that such occurrence has taken place. d) If any of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to the escrowed materials which AMEX may be entitledprovided to Distributor pursuant to this Section and the Escrow Agreement contains third-party software (e.g., AMEX compilers, utilities) used to prepare machine-readable copies of the Software, Distributor shall immediately have be responsible for obtaining any required licenses from the third-party licensors for the use of such software. e) It is expressly understood that this Section pertains to the right to obtain a copy use the Software and that no rights to ownership of the Escrow Materials source code shall pass from IMNET to Distributor, unless expressly agreed upon herein in writing. It is also expressly understood that this source code is the Escrow Agent upon written notice as provided in confidential and secret asset of IMNET and the Escrow Agreement for use in continued provision of source code will be secured by Distributor and not reproduced or copied, or be made available to any other party. It is also expressly understood that the Service. AMEX shall have source code will either be returned to IMNET or destroyed once the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials default which gave Distributor access to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Companysource code is removed. ** INDICATES CONFIDENTIAL TREATMENT REQUESTEDUNDER NO CIRCUMSTANCES IS THE SOURCE CODE TO BE SOLD, TRANSFERRED, OR COPIED BY DISTRIBUTOR.

Source Code Escrow. On (i) Upon the date hereofcompletion of the initial customization work, Company Licensor shall deliver the source code and all documentation for the Licensed Software to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and subject to an Escrow Agreement in substantially in the form attached hereto as Exhibit E Appendix A ("Escrow Agreement"), a current which forms an integral part of this Agreement, and complete shall deposit with the Escrow Agent an actual copy of the source code (the "Source Code") and all documentation for the Domain Name Licensed Software every six months, beginning on June 30th, 1998, unless the deposited material has been already exchanged against an upgrade during a foregoing six month period. Licensor and Licensee shall use their best efforts to enter into such an Escrow Agreement as soon as possible after the effective date of this Agreement. (ii) Whenever Licensor provides Licensee with an upgrade of the Licensed Software, Licensor shall within ten business days thereafter deposit with the Escrow Agent the source code and documentation for the upgrade. (iii) If, on June 30 or December 31 of any other materials required year, there have been no upgrades of the Licensed Software requiring a deposit of the upgraded software in accordance with the preceding section during the preceding six months but there have been minor changes, Licensor shall, within ten business days deposit the source code for the then-current version of the Licensed Software. (v) The source code (and documentation) shall be released from escrow to operate Licensee, temporarily or permanently, solely upon the occurrence during the term of this Agreement one of the following "Escrow Release Events" defined below: (A) permanently, if Licensor becomes insolvent or admits insolvency or admits a general inability to pay its debts as they become due; (B) permanently, if Licensor files a petition for protection under the Bankruptcy Code of the United States, or an involuntary petition in bankruptcy is filed against Licensor and is not dismissed within sixty days thereafter; (C) permanently, if Licensor should commence proceedings to dissolve as a legal entity; (D) temporarily, if Licensor proves unable or unwilling to carry out a reasonable customization request of Licensee upon Licensee's offer to pay reasonable compensation for such work and/or to provide within due course its Services according to Section 3 (a) (I) of the Software Maintenance Agreement. (vi) Licensor hereby grants to Licensee all rights to modify and use the source code within the scope of the license granted by Section 1 of this Agreement upon occurrence of an Escrow Release Event. (vii) If Licensee desires to obtain the Source Code (the "Escrow Materials"). Within [ ** ] of the installation of any new update to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials Package from the Escrow Agent upon written notice as provided the occurrence of a Release Event, then: (A) Licensee shall comply with the procedures set forth in the Escrow Agreement for use in continued provision to document the occurrence of the Service. AMEX Release Event; (C) If the release is a temporary one, then Licensee shall have the right, at any time upon at least ten (10) days' written notice promptly return all released materials to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such noticewhen the circumstances leading to the release are no longer in effect; and (D) Licensee shall promptly respond, Escrow Agent shall fully and completely, safely to any and securely transfer all requests for information from Licensor concerning Licensee's use or contemplated use of the Escrow Materials source code and the names and affiliations of the individual(s) having access to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTEDsource code.

Source Code Escrow. On Netzee agrees to deposit in escrow, within 15 days after the commencement date hereof, Company shall deliver to of this Agreement with an independent third party escrow agent, selected and designated by AMEX and agent approved by Company Bankers Bank (such which approval shall not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with pursuant to an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement")reasonably acceptable to Bankers Bank, a current and complete copy of the source code of the Escrowed Software (which will be updated as provided in the "Source Code") escrow agreement). The escrow agreement will list third-party software that is integrated or combined with the Escrowed Software in such a manner that such third-party software is necessary for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"). Within [ ** ] operation or use of the installation Escrowed Software. Release of the Escrowed Software shall be permitted only upon the occurrence of one of the following events: (a) In the event Netzee files for relief under the federal Bankruptcy Code, or any new update action is filed against Netzee under such Code and such action is not cured within 30 days; (b) In the event Netzee enters into a general assignment for the benefit of creditors; (c) In the event Netzee otherwise substantially ceases doing business, and its business is not continued by virtue of a merger or consolidation with, or a sale of all or substantially all of its assets to, or otherwise by, another corporation or entity; (d) In the event (1) Netzee fail to the Service (provide support, maintenance, updates or other Services as required under this Agreement or any other substantial modification agreement between Netzee and Bankers Bank (receipt of such Escrowed Software not to the Source Code, the Domain Name or the Serviceconstitute waiver of any other remedies by Bankers Bank for Netzee's breach pursuant to any such agreements) or within [ ** ] is unwilling or unable to provide on reasonable terms development or customization needed by the Bankers Bank, as determined by the Bankers Bank, and (2) Bankers Bank notifies Netzee of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any matter and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is Netzee does not fully remedied provide Bankers Bank a solution within thirty (30) days or a plan for correction within (15) days which the Bankers Bank, in its sole discretion, determines to be acceptable; or (e) In the event there occurs a substantial change of AMEX's notice ownership of Netzee as referenced in Section 9(d) hereof and Bankers Bank requests but does not receive assurances in a manner reasonably acceptable to CompanyBankers Bank that Netzee or its successor(s) is willing and able to continue to meet its obligations under this Agreement and any Addendum. Should the Bankers Bank obtain the Escrowed Software pursuant to this section, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX the Bankers Bank shall immediately thereafter have the right (in the form of a nonexclusive, royalty free license) to obtain a copy use and modify it (in object code and source code form, as applicable) to maintain or restore the Services and otherwise independently use the Escrowed Software for the benefit of the Escrow Materials from Bankers Bank and Participating Users, with full rights to alter, revise, modify and update the Escrow Agent upon written notice as Escrowed Software for such purpose (which such alterations, revisions, modifications and updates by the Bankers Bank being owned exclusively by the Bankers Bank), provided in it otherwise adheres to its obligations under this Agreement. At the Escrow Agreement for use in continued provision of time the Service. AMEX Escrowed Software is obtained, Bankers Bank may demand, and shall have the right, at any time upon at least ten (10) days' written notice be entitled to Company and Escrow Agentreceive, to select the extent not included with the Escrowed Software and designate a new escrow agent to replace the Escrow Agent hereunder. Upon not otherwise in Bankers Bank's possession, copies of any existing technical manuals associated with such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED.Escrowed

Source Code Escrow. On Licensor has escrowed the date hereofsource code for the Business Products with Data Security International, Company shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) Inc. ("Escrow AgentDSI"), for deposit in accordance with an ) or such escrow agreement among agent that might replace DSI at a subsequent date. Licensor will maintain such escrow during the Escrow Agent and term of the parties hereto and substantially in the form attached Agreement. Licensor will list Licensee as Exhibit E ("Escrow Agreement"), a current and complete copy beneficiary of the source code (escrow pursuant to the terms of the standard "Source Code") for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"). Within [ ** ] of the installation of any new update to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes ," used by DSI as revised to conform to this Article III. For the Escrow purposes of this Amendment: (a) the Business Products will be deemed Escrowed Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the such term is used hereinin the Escrow Agreement; (b) Notwithstanding anything in the Escrow Agreement to the contrary, when requesting access to or a copy of any Escrowed Material, Licensee shall in writing agree and confirm that it will have only the license rights granted to it by the Option Agreement and this Software License Agreement. In Licensee shall further in writing agree and confirm that the event Escrowed Material shall be deemed confidential Information of Licensor pursuant to the Confidential Disclosure Agreement between Licensor and Licensee as of August 31, 2000, with the actual date of disclosure of the Escrowed Materials being deemed the initial and final disclosure date of disclosure thereunder. (c) So long as Licensee is current with its obligations at that time, Licensee shall be entitled to obtain the source code, limited to the Business Products, under this Agreement if Licensor (i) fails to make available or perform maintenance and support services, including the Company's insolvency (as defined services described in Section 16(e)) or (ii) 2.04, for the Company's material breach of Business Products pursuant to the terms of this Agreement specifically because of its gross negligence during a period in which Licensee is entitled to such services and Licensor has not promptly cured such failure despite Licensee's demand that Licensor make available or willful misconduct and perform such breach services; (ii) files or is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy subject of the Escrow Materials from filing of a petition by or against Licensor for relief under the Escrow Agent upon written notice as United States Bankruptcy Code, makes a general assignment for the benefit of creditors, appoints or has appointed a general receiver or trustee in bankruptcy for Licensor's business or property, provided in that any such events will not apply if within 30 days thereafter Licensor or its receiver or trustee provides assurances, reasonably satisfactory to Licensee, of Licensor's continuing ability and willingness to fulfill all material obligations under this Agreement; or (iii) ceases business operations generally, unless within 30 days thereafter a capable successor to the Escrow Agreement for use in continued provision Business Products and Services, reasonably satisfactory to Licensee, agrees to continue to make available and perform such maintenance and services. Upon release of the Servicesource code from escrow it may only be used, executed, and reproduced by Licensee internally for the purpose of providing support and maintenance of Business Products, and for the purpose of customization and integration of the Business Products with the Licensee's software products, including without limitation the preparation of derivative works consisting of bug fixes and updates, which Licensee may distribute and sublicense externally in object code form only, and for no other purpose. AMEX shall have Licensee must continue to pay the rightRoyalty on the Business Products, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunderas specified in Section 1.02(a) and confirm such transfer at all times during which it has the source code; provided, however, that if Licensee has obtained the source code due to any of the contingencies specified in writing clauses (ii) and (iii) of this Section 3.01(c), the Royalty payable under Section 1.02(a) shall be reduced from $15,000 per copy to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED$10,000 per copy.

Source Code Escrow. 8.1 On or before June 1, 2019, PWW shall enter into an escrow agreement, in a form reasonably acceptable to Customer (the date hereof“Escrow Agreement”), Company with a source code escrow services provider mutually agreed by the parties (the “Escrow Agent”). PWW shall promptly thereafter deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of the all source code (the "Source Code") for the Domain Name Platform and any other materials production database required to operate the Source Code Solution, together with all documentation necessary for Customer to fully utilize such source code and production database, including, but not limited to detailed information on the required hardware configuration and 3rd party products, services and connectors (collectively, the "“Escrow Materials"Deposit”). Within [ ** ] of the installation of any new update PWW will, to the Service extent permissible, provide Customer with access to such 3rd party products, services and connectors as required to operate the Solution. PWW shall update the Escrow Deposit from time to time, and in any event, not less than once every six (or any other substantial modification to 6) months. Customer shall bear the Source Code, cost of establishing and maintaining the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to source code escrow account with the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or . Customer shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain verify, or to have the Escrow Agent verify, at Customer’s expense, the Escrow Deposit, at any time, upon reasonable notice, for its accuracy, completeness, and sufficiency; and, if the Escrow Deposit is found to be inaccurate, incomplete, or otherwise insufficient, PWW shall promptly correct the problem and reimburse Customer for the cost of such verification. 8.2 PWW shall instruct the Escrow Agent to release the Escrow Deposit in its entirety to Customer in the event that, during the term of this Agreement: (a) PWW is adjudicated insolvent, or consents or acquiesces to the appointment of a receiver or liquidator; (b) PWW’s board of directors or a majority of its shareholders take any action towards the dissolution or liquidation of PWW; (c) PWW voluntarily or involuntarily becomes a debtor subject to proceedings under the United States Bankruptcy Code or the bankruptcy code of any other jurisdiction, PWW makes an assignment for the benefit of creditors, or a receiver is appointed for PWW and such proceedings are not dismissed within 180 days; (d) PWW ceases to conduct business in the ordinary course for a period of 10 business days and has no plan to resume normal conduct of its business within the next 30 business days; or (e) PWW undergoes a change in control which results in termination of this Agreement by PWW for convenience prior to the parties entering into the Platform Agreement. If PWW as debtor in possession or a trustee in bankruptcy for PWW in a case under the United States Bankruptcy Code rejects this Agreement, Customer may elect to retain its rights under this Agreement as provided for in 11 U.S.C.§ 365(n). 8.3 In the event the Escrow Agent terminates the Escrow Agreement during the term of this Agreement, upon Customer’s request, PWW will promptly enter into another escrow agreement with an alternative escrow agent of similar nature and stature. 8.4 In the event that Customer obtains the Escrow Deposit pursuant to this Section 8, PWW hereby grants Customer a fully-paid up, non-exclusive, worldwide, irrevocable license to use, copy and modify the Escrow Deposit only for the purpose of supporting the Solution, the purposes set forth in Part 1 of Exhibit A to the Development PSA, and such other purposes as may be identified in the Platform Agreement. Customer’s use of the Escrow Materials from Deposit is subject to the restrictions and obligations contained in this Agreement, and any subsequent Platform Agreement entered into by the parties, and will be deemed Confidential Information of PWW. Customer may not disclose the content of the Escrow Agent upon Deposit to any third party, other than employees or consultants of Customer with a need to access such Escrow Deposit in order to support the Solution, unless approved by PWW in writing. Any third party provided access to the Escrow Deposit must be subject to a written notice confidentiality obligation. In addition, Customer may not sub-license the content of the Escrow Deposit, except to end-users of the Solution solely as provided necessary for such end-users to use the Solution. 8.5 The terms of this Section 8 will be superseded and replaced by any escrow provisions contained in the Escrow Agreement for use in continued provision of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTEDPlatform Agreement.

Source Code Escrow. On Netzee agrees to deposit in escrow, within 15 days after the commencement date hereof, Company shall deliver to of this Agreement with an independent third party escrow agent, selected and designated by AMEX and agent approved by Company Bankers Bank (such which approval shall not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with pursuant to an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement")reasonably acceptable to Bankers Bank, a current and complete copy of the source code of the Escrowed Software (which will be updated as provided in the "Source Code") escrow agreement). The escrow agreement will list third-party software that is integrated or combined with the Escrowed Software in such a manner that such third-party software is necessary for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"). Within [ ** ] operation or use of the installation Escrowed Software. Release of the Escrowed Software shall be permitted only upon the occurrence of one of the following events: (a) In the event Netzee files for relief under the federal Bankruptcy Code, or any new update action is filed against Netzee under such Code and such action is not cured within 30 days; (b) In the event Netzee enters into a general assignment for the benefit of creditors; (c) In the event Netzee otherwise substantially ceases doing business, and its business is not continued by virtue of a merger or consolidation with, or a sale of all or substantially all of its assets to, or otherwise by, another corporation or entity; (d) In the event (1) Netzee fail to the Service (provide support, maintenance, updates or other Services as required under this Agreement or any other substantial modification agreement between Netzee and Bankers Bank (receipt of such Escrowed Software not to the Source Code, the Domain Name or the Serviceconstitute waiver of any other remedies by Bankers Bank for Netzee's breach pursuant to any such agreements) or within [ ** ] is unwilling or unable to provide on reasonable terms development or customization needed by the Bankers Bank, as determined by the Bankers Bank, and (2) Bankers Bank notifies Netzee of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any matter and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is Netzee does not fully remedied provide Bankers Bank a solution within thirty (30) days or a plan for correction within (15) days which the Bankers Bank, in its sole discretion, determines to be acceptable; or (e) In the event there occurs a substantial change of AMEX's notice ownership of Netzee as referenced in Section 9(d) hereof and Bankers Bank requests but does not receive assurances in a manner reasonably acceptable to CompanyBankers Bank that Netzee or its successor(s) is willing and able to continue to meet its obligations under this Agreement and any Addendum. Should the Bankers Bank obtain the Escrowed Software pursuant to this section, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX the Bankers Bank shall immediately thereafter have the right (in the form of a nonexclusive, royalty free license) to obtain a copy use and modify it (in object code and source code form, as applicable) to maintain or restore the Services and otherwise independently use the Escrowed Software for the benefit of the Escrow Materials from Bankers Bank and Participating Users, with full rights to alter, revise, modify and update the Escrow Agent upon written notice as Escrowed Software for such purpose (which such alterations, revisions, modifications and updates by the Bankers Bank being owned exclusively by the Bankers Bank), provided it otherwise adheres to its obligations under this Agreement. At the time the Escrowed Software is obtained, Bankers Bank may demand, and shall be entitled to receive, to the extent not included with the Escrowed Software and not otherwise in Bankers Bank's possession, copies of any existing technical manuals associated with such Escrowed Software; existing maintenance tools (such as, test programs and program specifications); existing menu and support programs and subroutine libraries in source and object code form; existing compilation procedures in human and machine readable form; existing execution procedures in human and machine readable form; existing end user documentation; and existing system flow charts, programmers' notes, program flow charts, file layouts, report layouts, and screen layouts. This Section supersedes the Escrow Agreement for use in continued provision license made available to Bankers Bank pursuant to Section 1 of the Service. AMEX shall have Agreement between Netzee and the rightBankers Bank dated September 3, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED1999.

Source Code Escrow. On Upon XcelleNet's acceptance of the date hereofenhancements for the Software pursuant to the Software Enhancements Addendum, Company shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), Vendor will place a current and complete copy in machine-readable form of the unencrypted, commented source code for the Software, including any documentation and other materials describing the procedure for compiling and linking such source code into executable code (collectively, the "Source Code") ), into escrow for the Domain Name and any other materials required benefit of XcelleNet subject to operate the Source Code terms of an escrow agreement (the "Escrow MaterialsAgreement"). Within [ ** ] ) to be entered into between Vendor and Data Securities International, Inc. (the "Escrow Agent") which document shall govern the release of the installation of any new update to the Service (or any other substantial modification to the Source Code. Vendor agrees to update, enhance, or otherwise modify the Domain Name escrowed Source Code promptly upon its release of any updates, fixes, enhancements or the Service) or within [ ** ] new versions of the last deposit hereunderSoftware, whichever is soonerbut not more frequently than quarterly. If XcelleNet or any of its Sublicensees operates or uses different versions of the Software, Company such escrowed Source Code shall deliver to include all such different versions, including only the Escrow Agent, for deposit in accordance with such Escrow Agreement, any then-current version and all changes to the Escrow Materials version(s) which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made released during the preceding periodtwelve months prior to release of such version. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct A true and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a correct copy of the Escrow Materials from Agreement is set forth in Exhibit H attached hereto. XcelleNet's access to the Escrow Agent upon written notice Source Code shall be as provided in the Escrow Agreement but shall, at a minimum, allow access in the event Vendor (i) is forced into bankruptcy, liquidation or receivership or ceases to do business in the ordinary course, or ceases altogether to offer maintenance for use the version(s) which are required to be placed into escrow; or (ii) with respect to a Critical Problem, materially breaches it obligations to provide maintenance support and correct defects as such obligations are set forth in continued provision this Agreement and the Software Support Addendum and fails to cure such breach within ninety (90) days of written notice by XcelleNet. The Escrow Agreement shall also allow for auditing and verification of the ServiceSource Code by an independent third party to determine the completeness and accuracy of each deposit. AMEX Vendor grants to XcelleNet a non- exclusive, nontransferable (subject to Section 7.7) license to use, copy, modify and compile the Source Code to the extent necessary to provide support and maintenance to Sublicensees in accordance with this Agreement. Upon release of the Source Code from escrow, XcelleNet may use the Source Code, but only to the extent necessary to provide support and maintenance to Sublicensees and then under the strictest security. Under no circumstances may XcelleNet disclose or disseminate the Source Code to any persons who are not employed or contracted by XcelleNet to conduct support and maintenance of the Software for Sublicensees (and then only pursuant to a written confidentiality agreement as set forth in Section 3.2 herein). Except for the foregoing, in no event may XcelleNet transfer the Source Code to an affiliate, Distributor, contractor, Sublicensee or any third party for any reason whatsoever. Title to any media on which the Source Code is stored shall have the right, at any time upon at least ten (10) days' written notice be transferred to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunderat the time of deposit. Upon such noticeAll escrow fees shall be shared equally by the parties. The Escrow Agreement shall remain in effect during the term of this Agreement, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTEDincluding any renewals.

Source Code Escrow. On 4.1 Within ninety (90) days of the date hereofEffective Date, Company GDSC shall deliver to an independent independent, commercially recognized third party escrow agent, selected and designated by AMEX GDSC and approved by Company (such approval not reasonably acceptable to be unreasonably withheld) MON ("Escrow Agent"), in physical or electronic form: a current and complete copy of the Software, including source code in machine readable form; a copy of associated control statements required for deposit operation, development, maintenance and use of the source code (including control statements for assembly, linkage and other utilities) in machine readable form; flow charts, data file and element descriptions, program specifications, data flows and any other documentation used to describe such programming. Software program listings will be fully self-documented with all appropriate comments on source code line entries and with subroutine headings and functional information, as appropriate. A current and complete copy of all of the foregoing and any other materials required by the terms of this Section 4 to be deposited in escrow is hereinafter referred to as the "Escrow Materials." 4.2 The Escrow Materials shall be deposited by GDSC in accordance with an the provisions of this Section 4 and with the escrow deposit agreement among signed by both parties hereto and the Escrow Agent and the parties hereto Agent, and substantially in the form attached as Exhibit E B or in the form as it may be modified by the Escrow Agent ("Escrow Deposit Agreement"), a current and complete copy . 4.2.1 Within fifteen (15) days of the source code (the "Source Code") for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"). Within [ ** ] of the installation release by GDSC of any new update to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) Update or within [ ** ] six (6) months of the last deposit hereunder, whichever is sooneroccurs earlier, Company GDSC shall deliver to the Escrow Agent, for deposit in accordance with such the Escrow Deposit Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material Software or shall notify the Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. . 4.3 In the event of (i) GDSC is unwilling to maintain and/or support the Company's insolvency (as defined Software in accordance with the provisions of Section 16(e)) or (ii) the Company's material breach of the terms 6 of this Agreement specifically because of its gross negligence or willful misconduct and such breach failure is not fully remedied within thirty (30) days of AMEXMON's notice to CompanyGDSC and is not the result of MON's failure to pay Maintenance Fees to GDSC which are due and owing in accordance with the terms and conditions of this Agreement; (ii) Maintenance and Technical Support Services are terminated pursuant to Section 6.4 because GDSC has not, through the exercise of commercially reasonable efforts, corrected a failure, malfunction, defect or nonconformity which prevents the Software from performing substantially in accordance with the Documentation and which results in a major or primary function or component of the Software being unusable or unavailable to MON, within seventy-five (75) days from the date MON notifies GDSC of the same; (iii) GDSC files a petition for reorganization or bankruptcy under the Code (provided such petition is not dismissed within sixty (60) days of filing); or (iv) a third party(ies) files a petition for involuntary bankruptcy against GDSC under the Code (provided such petition is not dismissed within sixty (60) days of filing); then notwithstanding any other rights and remedies to which AMEX MON may be entitled, AMEX MON shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement for use Deposit Agreement. In the event that the release conditions referred to in continued provision subparagraphs (i), (ii), (iii) or (iv) hereof occur prior to GDSC's delivery of the ServiceEscrow Materials to the Escrow Agent as required hereunder and the parties' execution and delivery of the Escrow Deposit Agreement, it is the intent of the parties that the Escrow Materials will be eligible for release by the Escrow Agent to MON as if the Escrow Deposit Agreement had been in full force and effect at such time, following the delivery of the Escrow Materials to the Escrow Agent and the parties execution and delivery of the Escrow Deposit Agreement. 4.4 Any release of Escrow Materials to MON shall remain subject to the confidentiality obligations in this Agreement. AMEX Upon release of the Escrow Materials to MON, MON shall have a perpetual right and license to use the Escrow Materials solely for its own internal maintenance and support requirements for the Software. 4.5 GDSC shall have the right, at any time upon on at least ten thirty (1030) days' written notice to Company MON and the Escrow Agent, to select and designate a new commercially recognized escrow agent which is reasonably acceptable to MON to replace the Escrow Agent hereunder. Upon such notice, the Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" for all purposes hereunder) at GDSC's sole cost and expense and the Escrow Agent shall confirm such transfer in writing to AMEX MON and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTEDGDSC.

Source Code Escrow. On In order to assure that Digital and various other HealthAxis licensees will have access to the date hereofsource code for the Non-Retail Presentation Layer Software and Other Common Modules in the event of HealthAxis' ceasing its business (whether voluntarily or involuntarily) without provision for a successor to continue such business, Company shall deliver HealthAxis has deposited, and will deposit from time to time, the source code in accordance with an independent third party escrow agentEscrow Agreement (herein so called) previously entered into between HealthAxis and Fort Xxxx Escrow Services, selected and designated by AMEX and approved by Company Inc. (such approval not to be unreasonably withheld) (the "Escrow Agent"), for deposit in accordance a copy of which Escrow Agreement has been provided to Digital. The following provisions shall govern with an escrow agreement among respect to the source code escrow: (i) HealthAxis will add Digital to the list of beneficiaries under the Escrow Agent and Agreement; (ii) HealthAxis will update the parties hereto and substantially in the form attached as Exhibit E source code deposit at least semi-annually; ("Escrow Agreement"), a current and complete copy iii) Conditions for release of the source code (the "Source Code") for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"). Within [ ** ] of the installation of any new update escrowed software to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver beneficiaries pursuant to the Escrow AgentAgreement shall include (A) in the event HealthAxis ceases conducting business in the normal course (and does not provide for a successor to continue such business), or (B) HealthAxis institutes any proceedings for deposit the winding up, termination and liquidation of its business, or (C) Digital provides written certification to Escrow Agent certifying such facts which is not contested within the time specified in accordance with such the Escrow Agreement; (iv) In the event the source code is released to Digital from escrow under the terms of the Escrow Agreement, any and all changes Digital's use of the source code shall be limited to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach uses of the terms of this Agreement specifically because of its gross negligence or willful misconduct license granted under Article III hereof; Digital/HealthAxis - Page 4 Software License and such breach is not fully remedied within thirty Consulting Agreement (30v) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX HealthAxis may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement for use in continued provision of the Service. AMEX shall have the right, elect at any time upon at least ten (10) days' time, after written notice to Company and Escrow AgentDigital, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such noticewith another reputable, Escrow Agent independent escrow firm reasonably selected by HealthAxis; (vi) HealthAxis shall completely, safely and securely transfer be responsible for all expenses under the Escrow Materials to the new escrow agent Agreement; (which will then become the "vii) The Escrow Agent" hereunder) and confirm such transfer Agreement shall not be modified or terminated in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED.any way that affects Digital's rights hereunder without Digital's prior written consent; or

Source Code Escrow. On the date hereof, Company A. Licensed Product Source Code shall deliver to an independent third party be deposited with a mutually acceptable source code escrow agent, selected and designated . The costs of basic Source Code Escrow services (excluding optional services available to Licensor as the depositing party) will be funded by AMEX and approved by Company (such approval Avaya. Avaya may terminate this Agreement without cost or liability in the event that the parties have not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an entered into a source code escrow agreement among the Escrow Agent and by September 1, 2003, or such subsequent date to which the parties hereto and substantially shall agree in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of the source code (the "Source Code") for the Domain Name and any other materials required to operate the writing. B. Licensor shall deposit revised and/or new Source Code (the "Escrow Materials"). Within [ ** ] of the installation of any new update to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEXLicensor's notice issuance of any Upgrade, Update or New Version of any then-current release of each Licensor Product. The escrow agent will be directed to Company, then notwithstanding any other rights and remedies release the Source Code to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided Avaya in the Escrow Agreement for use event that a) Avaya notifies Licensor that the support provided by Licensor pursuant to the section entitled "CUSTOMER SUPPORT" has fallen below the indicated acceptable Tier IV support minimums set forth in continued provision Schedule B over a five day period and Licensor fails to bring its support up to the acceptable minimums over the five day period commencing the day after receipt of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent b) VMI fails to correct a material defect in a Licensed Product and restore its operation to within specification within one hundred sixty-eight (168) hours of Licensor's receipt of notice of the defect or c) Licensor becomes insolvent or is the subject of a petition instituting bankruptcy, receivership, insolvency, reorganization or other similar proceedings ("Licensor Insolvency"). Licensor shall completely, safely obtain and securely transfer the Escrow Materials provide Avaya such consents to the new subordination of third party rights as Avaya shall deem necessary to ensure that none of the rights granted Avaya in this section of this Agreement can be adversely affected by or impaired through the exercise by third parties of their rights in and relating to Licensor Products. C. Upon the release of the Source Code due to the failure of Licensor to discharge its customer support obligations properly and fully, Avaya shall have a non-exclusive, royalty-free worldwide right and license to use the Source Code in any lawful manner to maintain and support Licensed Products. Avaya shall return the Source Code to the escrow agent agent, and the foregoing license shall be suspended, if Licensor restores its support performance within the minimum acceptable levels set forth in Schedule B within thirty (30) days of the release of such materials to Avaya ("Cure Period"). Should Licensor fail to restore its support performance to within the minimum acceptable levels set forth in Schedule B within the Cure Period, the license described in the first sentence of this paragraph shall remain in effect until Avaya is no longer contractually obligated to provide customer support to any Authorized Provider, Service Provider or End User. D. Upon the release of the Source Code due to the failure of Licensor to correct a material defect in a Licensed Product within the specified period in which will then become it is to be corrected or Licensor Insolvency, Avaya shall have a perpetual, non-exclusive, royalty-free worldwide right and license to use the "Escrow Agent" hereunderSource Code in any lawful manner to: (i) maintain and confirm such transfer support Licensed Products, (ii) to modify and enhance the Licensed Products as Avaya desires, and (iii) to license the modified or enhanced Licensed Product pursuant to the terms of Section 7 of this Agreement, provided, with respect to iii that Licensor pays royalties under Section 12 of this Agreement to any successor in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTEDinterest of Licensor.

Source Code Escrow. On (a) Seller has escrowed the date hereofsource code for NetObjects ScriptBuilder with Data Security International, Company shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) Inc. ("Escrow AgentDSI") or such escrow agent that might replace DSI at a subsequent date, including all related documentation and programmers' notes (collectively, the "Source Materials"), for deposit in accordance with an . Seller will maintain such escrow agreement among during the Escrow Agent and term of the parties hereto and substantially in the form attached Agreement. Seller will list Buyer as Exhibit E ("Escrow Agreement"), a current and complete copy beneficiary of the source code (escrow pursuant to the terms of the standard "Source Code"Code Escrow Agreement," used by DSI as revised to conform to this Section 3.02. (b) for the Domain Name Buyer shall further in writing agree and any other materials required to operate confirm that the Source Code (Materials shall be deemed confidential information of Seller pursuant to the "Escrow Materials"). Within [ ** ] Asset Purchase Agreement, with the actual date of disclosure of the installation Source Materials being deemed the initial and final disclosure date of any new update disclosure thereunder. (c) Buyer shall be entitled to the Service (or any other substantial modification to obtain the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, under this Agreement if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of Seller (i) fails to make available or perform maintenance and support services, including the Company's insolvency (as defined services described in Section 16(e)) or (ii) the Company's material breach of 3.01, for NetObjects ScriptBuilder pursuant to the terms of this Agreement specifically because and Seller has not cured such failure within three (3) business days despite Buyer's demand that Seller make available or perform such services; (ii) files or is the subject of its gross negligence the filing of a petition by or willful misconduct and against Seller for relief under the United States Bankruptcy Code, makes a general assignment for the benefit of creditors, appoints or has appointed a general receiver or trustee in bankruptcy for Seller's business or property, provided that any such breach is events will not fully remedied apply if within thirty fifteen (3015) days thereafter Seller or its receiver or trustee provides assurances, reasonably satisfactory to Buyer, of AMEXSeller's notice continuing ability and willingness to Companyfulfill all material obligations under this Agreement; or (iii) ceases business operations generally, then notwithstanding unless within fifteen (15) days thereafter a capable successor to the Seller, reasonably satisfactory to Buyer, agrees to continue to make available and perform such maintenance and services. (d) Seller hereby grants to Buyer, to be effective upon any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy release of the Escrow Source Materials from in accordance with the Escrow Agent upon written notice as provided Agreement, a perpetual, worldwide, royalty-free non-exclusive license, subject to the limitations set forth in this Section 3.02(d), to use, copy, modify, perform, display and prepare derivative or collective works of the Escrow Source Materials for the purpose of providing support and maintenance of NetObjects ScriptBuilder, and for the purpose of customization and integration of the NetObjects ScriptBuilder with the Buyer's products, including without limitation the preparation of derivative works consisting of bug fixes and updates, which Buyer may distribute and sublicense externally in object code form only. The parties acknowledge and agree that the arrangement referred to above is an agreement supplementary to this Agreement for use in continued provision purposes of Section 365(n) of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTEDUnited States Bankruptcy Code.

Source Code Escrow. On (a) Prior to the date hereofEffective Date, Company Service Provider shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), have deposited a current and complete copy version of the source code (to the "Source Code"extent such source code is owned by Service Provider) for the Domain Name GHX Exchange Software and the Client Software and any other materials software required to operate provide the Source Code Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the "CURRENT VERSION") with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the "ESCROW AGENT") pursuant to an escrow agreement executed by each of the Parties and the Escrow MaterialsAgent, in form and substance satisfactory to each of the Parties ("ESCROW AGREEMENT"). Within [ ** ] The Escrow Agreement shall be based on the Escrow Agent's standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the installation Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any new update Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the "SOURCE CODE"), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each [*****] during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (or any other substantial modification b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Domain Name or Escrow Agent shall deliver the Service) or within [ ** ] Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the last deposit hereunder, whichever is sooner, Company shall deliver to Source Code by the Escrow Agent, for deposit Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI's rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI's rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation's reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, any and all changes in which case "Source Code" shall be deemed to include, in addition to the Escrow Materials which correspond to changesGHX Exchange Software and Client Software, if any, made all the corresponding software relating to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement for use in continued provision of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTEDNovation Marketplace.

Source Code Escrow. On [Only include this section in cases where the date hereof, Company shall deliver to an independent University requires Source Code Escrow. Usually Source Code Escrow involves a third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy holder of the source code (the "Source Code") for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"). in escrow) and therefore a three party stand alone agreement should be attached and/or referenced in this SLSA.] 24.1 Within [ ** ] of the installation of any new update to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's the Effective Date, Supplier shall, at its own expense, (a) establish a Source Code escrow (“Escrow”) with an escrow agent (the “Escrow Agent”) reasonably acceptable to University pursuant to a written agreement (the “Escrow Agreement”) which complies with the terms of this Agreement, and which Escrow Agreement either (i) shall be jointly signed by Supplier and University or (ii) shall be an already existing Escrow Agreement, with respect to which University shall become a signatory; and (b) deposit into said Escrow, the Source Code for the Software, including code for any Enhancements hereafter developed, and all technical and design Documentation relating to such Source Code which would allow a reasonably competent software programmer to understand, use, support and modify such Source Code (collectively, the “Deposit”). Supplier shall update the Deposit whenever an Enhancement is made available to University, but not less frequently than quarterly, such that at least on a quarterly basis the Deposit shall be complete and accurate as it relates to the then-current Version of the Software. The Escrow Agreement shall have such other provisions as may be mutually agreeable. Supplier shall pay all costs of the Escrow, and the Escrow Agreement shall provide that before the Escrow Agent can terminate the Escrow for failure to pay, the Escrow Agent must give at least thirty (30) days prior written notice to CompanyUniversity. 24.2 The Escrow Agreement shall provide that upon University’s written notice to the Escrow Agent that a Release Condition has occurred (“Notice of Release Condition”), then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX the Escrow Agent shall immediately have the right to obtain deliver a copy of the Escrow Materials from the Escrow Agent upon Deposit to University, and a written notice as provided in to Supplier that a “release” has been made under the Escrow Agreement for use in continued provision (a "Release Notice"). A “Release Condition” shall mean the existence of one or more of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED.following events:

Source Code Escrow. On Upon execution of the escrow agreement referenced below, Purchaser agrees to deposit and maintain thereafter in escrow a copy of the most up-to-date hereofsource code for the Products (in both human- and machine-readable form), Company and all releases, updates, revisions, improvements, enhancements, and other changes thereto within thirty (30) days after they become generally commercially available (hereafter collectively referred to as the "Program Documentation"). For the avoidance of doubt, "Program Documentation" shall deliver to an independent not include any third party software or materials. The deposit in escrow agent, selected and designated shall be administered by AMEX and approved by Company a law firm (such approval not which may be outside counsel to be unreasonably withheldSeller) ("Escrow Agent"), for deposit or an institutional escrow agent in accordance with an escrow agreement among to be mutually agreeable to the Escrow Agent parties. Subject to the release conditions specified below, Seller shall only have access to the Program Documentation as is reasonably necessary to enable Seller to use the Program Documentation in accordance with and for the parties hereto purposes specified in and substantially pursuant to the License (as such term is defined in Section 14(b)). The cost of entering into and maintaining this escrow arrangement shall be borne by Seller. The escrow agreement will provide, subject to its terms and conditions, that the escrowed materials will be released (a) to the Seller upon the occurrence of a Company Default (under and as defined in the form attached as Exhibit E Put Agreement) that is not cured within the applicable thirty ("Escrow 30) day cure period or a For-Cause Termination under Section 14(b) of this Agreement", and (b) to the Purchaser upon termination or expiration of this Agreement (other than a For-Cause Termination), a current and complete copy . (d) The first sentence of Section 14(b) of the source code Development Agreement is deleted in its entirety and replaced with the following text: Subject to the terms and conditions hereof, including without limitation, the last sentence of Section 3 of the Put Agreement, Purchaser hereby grants to Seller a non-exclusive, worldwide, transferable license (with the right to sublicense) (the "Source CodeLicense") for to use, make, have made, offer to sell, sell, and import the Domain Name Products (as defined in the Reseller Agreement and any other materials required to operate the Source Code (the "Escrow Materials"). Within [ ** ] of the installation of any new update to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Development Agreement, any and all changes conflict between definitions in the two agreements being resolved in favor of the broadest possible interpretation; provided that notwithstanding anything to the Escrow Materials which correspond contrary herein, in every respect and in all instances, third party content and products is/are excluded from "Products" and the License hereunder), as well as to changesexercise all rights under Purchaser's copyright(s) in, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during Products and the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency Program Documentation (as defined in Section 16(e28 hereof), for itself, its customers and its sublicensees for any and all purposes contemplated in this Agreement and in the Reseller Agreement; provided that, although this license is granted as of the date of this Agreement, as amended, Seller agrees that it shall not use or otherwise exercise the License unless and until the earlier to occur of: (i) the termination of this Agreement by Seller pursuant to subsections 13(b), (c), (d), (e), or (f) (a "For-Cause Termination"), or (ii) the Company's material breach occurrence of a Company Default (as defined in the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach Put Agreement) which is not fully remedied cured within the applicable thirty (30) days day cure period, and only for so long as such Company Default remains uncured. No further actions shall be required by Seller or Purchaser to make this license effective. (e) The fourth sentence of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy Section 14(b) of the Escrow Materials from Development Agreement is amended by adding the Escrow Agent upon written notice as provided in following language to the Escrow Agreement for use in continued provision beginning of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials sentence: "Subject to the new escrow agent (which will then become last sentence of Section 3 of the Put Agreement,"Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED.

Source Code Escrow. On Within five (5) business days of the date hereofClosing Date, Company Purchaser shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), onto a current and complete secure server a copy of the source code for all versions of the INS Software transferred to Purchaser under this Agreement, in the form that such source code exists on the Closing Date (the "Source Code") for the Domain Name and any other materials required to operate the Source Code (the "Escrow “Deposit Materials"”). Within [ ** ] Purchaser shall prohibit any Purchaser employee from modifying any of the installation Deposit Materials; however, if Purchaser deems it to be necessary to protect the integrity of any new update the Deposit Materials, Purchaser may move the Deposit Materials to another secure server. Subject to the Service (or any other substantial modification terms of this Agreement, Seller shall have the right to the Source Code, the Domain Name or the Service) or within [ ** ] receive relevant portions of the last deposit hereunder, whichever is sooner, Company shall deliver Deposit Materials upon the receipt by Seller of an Indemnification Certificate relating to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material an indemnification obligation of Seller arising from a breach or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used claimed breach of Section 4.6 herein. In the event of (i) any release of Deposit Materials to Seller, Seller may examine, use, and reproduce the Company's insolvency (as defined in Section 16(e)) or (ii) Deposit Materials solely internally, and solely to the Company's material breach extent required for its evaluation, defense and resolution of the terms indemnification claim by Purchaser. The obligations of Purchaser set forth in this Section 9.11 shall terminate immediately upon the expiration of the Indemnification Period applicable to claims with respect to Section 4.6 herein, provided that if any claim(s) are still unresolved at such time, the obligations of this Agreement specifically because of its gross negligence or willful misconduct Section shall continue until the last such claim is resolved and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall terminate immediately have upon the right to obtain a copy resolution of the Escrow last of such claims. Seller further acknowledges and agrees that the Deposit Materials are highly sensitive confidential and trade secret information of Purchaser, and Seller shall secure and protect confidentiality of the entirety of the Deposit Materials (and any and all other materials or information disclosed by or on behalf of Purchaser in connection with the Deposit Materials) in strict confidence for the benefit of Purchaser, in a manner consistent with maintaining Purchaser’s rights therein and thereto. Seller shall restrict access to and use of the Deposit Materials solely to its employees and legal advisors having a need to know, and solely to the extent necessary to fulfilling its indemnification obligations. Seller shall not disclose to any third party, orally or in writing, any information regarding the code, architecture, sequencing, or organization of the Deposit Materials, without first securing from the Escrow Agent upon party to whom the disclosure is to be made, a written notice as provided agreement (in a form reasonably acceptable to Purchaser) protecting the Escrow Agreement for use in continued provision confidentiality of the ServiceDeposit Materials. AMEX Seller shall have cease use of the right, at any time upon at least ten (10) days' written notice Deposit Materials once the Deposit Materials are no longer necessary to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereundermeet Seller’s indemnification obligations. Upon such notice, Escrow Agent The Seller’s obligations under this Section shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTEDsurvive termination or expiration of this Agreement.