Common use of Storage and Security Clause in Contracts

Storage and Security. 4.1 ESCROW AGENT will act as custodian of the Source Materials until the escrow is terminated. ESCROW AGENT shall establish, under its control, a secure receptacle for the purpose of storing the Source Materials. 4.2 The Source Materials deposited with ESCROW AGENT by LICENSOR pursuant to this Escrow Agreement shall remain the exclusive property of the LICENSOR, except as otherwise provided in Section 2. 4.3 Except as provided in this Agreement, ESCROW AGENT agrees that: 4.3.1 It shall not divulge, disclose or otherwise make available to any parties other than LICENSOR or LICENSEE, or make any use whatsoever, of the Source Materials; 4.3.2 It shall not permit any person access to the Source Materials, except as may be necessary for ESCROW AGENT’s authorized representatives to perform its functions under this Agreement; 4.3.3 Access to the Source Materials by LICENSOR shall be granted by ESCROW AGENT only to those persons duly authorized in writing by a competent officer of LICENSOR or as provided herein; and 4.3.4 Access to the Source Materials shall not be granted without compliance with all security and identification procedures instituted by ESCROW AGENT. 4.4 ESCROW AGENT shall, upon LICENSEE’s request and in accordance with Section 1.2, verify or determine that the Source Materials deposited with ESCROW AGENT by LICENSOR do, in fact, consist of those items which LICENSOR is obligated to deliver under any agreement. 4.5 ESCROW AGENT shall accept, store and deliver the Source Materials deposited with it by LICENSOR, in accordance with the terms and conditions of this Agreement. 4.6 If any of the Source Materials held in escrow by ESCROW AGENT shall be attached, garnished or levied upon pursuant to an order of court, or the delivery thereof shall be stayed or enjoined by an order of court, or any other order, judgment or decree shall be made or entered by any court affecting the Source Materials or any part thereof of any act of ESCROW AGENT, ESCROW AGENT is hereby expressly authorized in its sole discretion to obey and comply with all orders, judgments or decrees so entered or issued by any court, without the necessity of inquiring whether such court had jurisdiction, and in case ESCROW AGENT obeys or complies with any such order, judgment or decree, ESCROW AGENT shall not be liable to LICENSEE, LICENSOR or any third party by reason of such compliance, notwithstanding that such order, judgment or decree may subsequently be reversed, modified or vacated.

Storage and Security. 4.1 ESCROW AGENT will act as custodian of the Source Materials until the escrow is terminated. ESCROW AGENT shall establish, under its control, a secure receptacle for the purpose of storing the Source Materials. 4.2 The Source Materials deposited with ESCROW AGENT by LICENSOR pursuant to this Escrow Agreement shall remain the exclusive property of the LICENSOR, except as otherwise provided in Section 2. 4.3 Except as provided in this Agreement, ESCROW AGENT agrees that: 4.3.1 It shall not divulge, disclose or otherwise make available to any parties other than LICENSOR or LICENSEE, or make any use whatsoever, of the Source Materials; 4.3.2 It shall not permit any person access to the Source Materials, except as may be necessary for ESCROW AGENT’s authorized representatives to perform its functions under this Agreement; 4.3.3 Access to the Source Materials by LICENSOR shall be granted by ESCROW AGENT only to those persons duly authorized in writing by a competent officer of LICENSOR or as provided herein; and 4.3.4 Access to the Source Materials shall not be granted without compliance with all security and identification procedures instituted by ESCROW AGENT. 4.4 ESCROW AGENT shall, upon LICENSEE’s request and in accordance with pursuant to Section 1.26.4.2 of the System Contract, verify or determine that the Source Materials deposited with ESCROW AGENT by LICENSOR do, in fact, consist of those items which LICENSOR is obligated to deliver under any agreement. 4.5 ESCROW AGENT shall accept, store and deliver the Source Materials deposited with it by LICENSOR, in accordance with the terms and conditions of this Agreement. 4.6 If any of the Source Materials held in escrow by ESCROW AGENT shall be attached, garnished or levied upon pursuant to an order of court, or the delivery thereof shall be stayed or enjoined by an order of court, or any other order, judgment or decree shall be made or entered by any court affecting the Source Materials or any part thereof of any act of ESCROW AGENT, ESCROW AGENT is hereby expressly authorized in its sole discretion to obey and comply with all orders, judgments or decrees so entered or issued by any court, without the necessity of inquiring whether such court had jurisdiction, and in case ESCROW AGENT obeys or complies with any such order, judgment or decree, ESCROW AGENT shall not be liable to LICENSEE, LICENSOR or any third party by reason of such compliance, notwithstanding that such order, judgment or decree may subsequently be reversed, modified or vacated.

Storage and Security. 4.1 ESCROW AGENT will (a) The Escrow Agent shall act as custodian of the Source Escrow Materials until the escrow is terminatedterminated pursuant to Section 16 of this Escrow Agreement. ESCROW AGENT The Escrow Agent shall establish, under its control, a secure receptacle for the purpose of storing the Source Escrow Materials; provided, however that the Escrow Agent's obligation for safekeeping shall be limited to providing the same degree of care for the Escrow Materials as it maintains for its valuable documents and those of its customers lodged in the same location with appropriate atmospheric or other safeguards. Notwithstanding the foregoing, the parties acknowledge and agree that the Escrow Agent shall not be responsible for any loss or damage to any of the Escrow Materials due to changes in such atmospheric conditions (including, but not limited to, failure of the air conditioning system), unless such changes are proximately caused by the gross negligence or malfeasance of the Escrow Agent. 4.2 (b) The Source Escrow Materials deposited with ESCROW AGENT the Escrow Agent by LICENSOR pursuant to this Escrow Agreement COMPANY shall remain the exclusive property of the LICENSOR, except COMPANY. (c) Except as otherwise provided in Section 2. 4.3 Except as provided in this Escrow Agreement, ESCROW AGENT the Escrow Agent agrees that: 4.3.1 It : (i) it shall not divulge, disclose or otherwise make available to any parties party other than LICENSOR or LICENSEECOMPANY, or make any use whatsoeverwhatsoever of, of the Source Escrow Materials; 4.3.2 It ; (ii) it shall not permit any person access to the Source Escrow Materials, except such authorized representatives of the Escrow Agent as may be necessary for ESCROW AGENT’s authorized representatives require access to the Escrow Materials to perform its the functions of the Escrow Agent under this Escrow Agreement; 4.3.3 Access ; (iii) access to the Source Escrow Materials by LICENSOR COMPANY shall be granted by ESCROW AGENT Escrow Agent only to those persons duly authorized in writing by a competent officer of LICENSOR or as provided hereinCOMPANY; and 4.3.4 Access and (iv) access to the Source Materials Escrow Material shall not be granted without compliance with all security and identification procedures instituted by ESCROW AGENTthe Escrow Agent. 4.4 ESCROW AGENT shall, upon LICENSEE’s request and in accordance with Section 1.2, (d) The Escrow Agent shall have no obligation or responsibility to verify or determine that the Source Escrow Materials deposited with ESCROW AGENT Escrow Agent by LICENSOR do, COMPANY do in fact, fact consist of those items which LICENSOR COMPANY is obligated to deliver under any agreementthe License Agreement, and the Escrow Agent shall bear no responsibility whatsoever to determine the existence, relevance, completeness, currency or accuracy of the Escrow Materials. 4.5 ESCROW AGENT (e) The Escrow Agent's sole responsibility shall be to accept, store and deliver the Source Escrow Materials deposited with it by LICENSOR, COMPANY in accordance with the terms and conditions of this Escrow Agreement. 4.6 If any of the Source Materials held in escrow by ESCROW AGENT shall be attached, garnished or levied upon pursuant to an order of court, or the delivery thereof shall be stayed or enjoined by an order of court, or any other order, judgment or decree shall be made or entered by any court affecting the Source Materials or any part thereof of any act of ESCROW AGENT, ESCROW AGENT is hereby expressly authorized in its sole discretion to obey and comply with all orders, judgments or decrees so entered or issued by any court, without the necessity of inquiring whether such court had jurisdiction, and in case ESCROW AGENT obeys or complies with any such order, judgment or decree, ESCROW AGENT shall not be liable to LICENSEE, LICENSOR or any third party by reason of such compliance, notwithstanding that such order, judgment or decree may subsequently be reversed, modified or vacated.

Storage and Security. 4.1 ESCROW AGENT 5.1 Escrow Agent will act as custodian of the Source Materials until the escrow is terminated. ESCROW AGENT Escrow Agent shall establish, under its control, a secure receptacle for the purpose of storing the Source Materials. 4.2 5.2 The Source Materials deposited with ESCROW AGENT Escrow Agent by LICENSOR Licensor pursuant to this Escrow Agreement shall remain the exclusive property of the LICENSORLicensor, except as otherwise provided in Section 23. 4.3 5.3 Except as provided in this Agreement, ESCROW AGENT Escrow Agent agrees that: 4.3.1 (a) It shall not divulge, disclose or otherwise make available to any parties other than LICENSOR Licensor or LICENSEELicensee, or make any use whatsoever, of the Source Materials;; and 4.3.2 (b) It shall not permit any person access to the Source Materials, except as may be necessary for ESCROW AGENT’s Escrow Agent's authorized representatives to perform its functions under this Agreement; 4.3.3 Access to the Source Materials by LICENSOR shall be granted by ESCROW AGENT only to those persons duly authorized in writing by a competent officer of LICENSOR or as provided herein; and 4.3.4 Access to the Source Materials shall not be granted without compliance with all security and identification procedures instituted by ESCROW AGENT. 4.4 ESCROW AGENT shall, upon LICENSEE’s request and in accordance with Section 1.2, 5.4 Escrow Agent shall have no obligation or responsibility to verify or determine that the Source Materials deposited with ESCROW AGENT Escrow Agent by LICENSOR Licensor do, in fact, consist of those items which LICENSOR Licensor is obligated to deliver under any agreement, and Escrow Agent shall bear no responsibility whatsoever to determine the existence, relevance, completeness, currency, or accuracy of the Source Materials. 4.5 ESCROW AGENT 5.5 Subject to Sections 5.8, 5,9 and 5.10, Escrow Agent's sole responsibility shall be to accept, store and deliver the Source Materials deposited with it by LICENSORLicensor, in accordance with the terms and conditions of this Agreement. 4.6 5.6 If any of the Source Materials held in escrow by ESCROW AGENT Escrow Agent shall be attached, garnished or levied upon pursuant to an order of court, or the delivery thereof shall be stayed or enjoined by an order of court, or any other order, judgment or decree shall be made or entered by any court affecting the Source Materials or any part thereof of any act of ESCROW AGENTEscrow Agent, ESCROW AGENT Escrow Agent is hereby expressly authorized in its sole discretion to obey and comply with all orders, judgments or decrees so entered or issued by any court, without the necessity of inquiring whether such court had jurisdiction, and in case ESCROW AGENT Escrow Agent obeys or complies with any such order, judgment or decree, ESCROW AGENT Escrow Agent shall not be liable to LICENSEELicensee, LICENSOR Licensor or any third party by reason of such compliance, notwithstanding that such order, judgment or decree may subsequently be reversed, modified or vacated. 5.7 If conflicting or adverse claims or demands are made or notices served upon the Escrow Agent with respect to the Source Materials, including but not limited to their release, each of Licensor and Licensee agrees that the Escrow Agent shall be entitled to refuse to comply with any such claim or demand and to withhold and stop all further performance of this escrow so long as such disagreement shall continue. In so doing, the Escrow Agent shall not be or become liable for damages, losses, expenses or interest to Licensor or Licensee or any other person for its failure to comply with such conflicting or adverse demands. The Escrow Agent shall be entitled to continue to so refrain and refuse to so act until: (a) the rights of Licensor and Licensee have been finally adjudicated in a court assuming and having jurisdiction and venue over the parties and/or the documents, instruments or funds involved herein or affected hereby; and/or (b) the Escrow Agent shall have received an executed copy of a dispositive settlement agreement or other written agreement or instructions to which Licensor and Licensee and all other adverse claimants, if any, are parties and signatories. The Escrow Agent also may elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with a court the Source Materials held hereunder pursuant to this Agreement; and if it so commences such an action and deposits the Source Materials, the Escrow Agent shall be relieved and discharged from any further duties and obligations under this Agreement. 5.8 Upon the Source Materials being lodged with Escrow Agent, Escrow Agent shall apply its Integrity Testing to the Material provided that the Escrow Agent shall not perform Integrity Testing in respect of any back-up media lodged pursuant to clause 2.3 unless requested by the Licensee and at the Licensee's cost. For the purposes of this Agreement, "Integrity Testing" means the collection and integrity testing of the Source Materials at the Licensors premises to ensure that the Source Materials are virus free, accessible and of the expected type.

Storage and Security. 4.1 ESCROW AGENT will (a) NSD shall act as custodian of the Source Materials until the escrow is terminated, pursuant to Section 10 of this Escrow Agreement. ESCROW AGENT NSD shall establish, under its control, a secure receptacle for the purpose of storing the Source Materials. 4.2 (b) The Source Materials deposited with ESCROW AGENT NSD by LICENSOR Participant pursuant to this Escrow Agreement shall remain the exclusive property of the LICENSOR, except as otherwise provided in Section 2Participant. 4.3 (c) Except as provided in this Escrow Agreement, ESCROW AGENT NSD agrees that: 4.3.1 It (1) it shall not divulge, disclose or otherwise make available to any parties other than LICENSOR or LICENSEEParticipant, or make any use whatsoever, whatsoever of the Source Materials; 4.3.2 It (2) it shall not permit any person access to the Source Materials, except as may be necessary for ESCROW AGENT’s NSD's authorized representatives to perform its functions under this Escrow Agreement; 4.3.3 Access (3) access to the Source Materials by LICENSOR Participant shall be granted by ESCROW AGENT NSD only to those persons duly authorized in writing by a competent officer of LICENSOR or as provided herein; andParticipant; 4.3.4 Access (4) access to the Source Materials shall not be granted without compliance with all security and identification procedures instituted by ESCROW AGENTNSD. 4.4 ESCROW AGENT shall, upon LICENSEE’s request and in accordance with Section 1.2, (d) NSD shall have no obligation or responsibility to verify or determine that the Source Materials deposited with ESCROW AGENT NSD by LICENSOR doParticipant does, in fact, consist of those items which LICENSOR Participant is obligated to deliver under any agreement, and NSD shall bear no responsibility whatsoever to determine the existence, relevance, completeness, currency, or accuracy of the Source Materials. 4.5 ESCROW AGENT (e) NSD's sole responsibility shall be to accept, store and deliver the Source Materials deposited with it by LICENSORParticipant, in accordance with the terms and conditions of this Escrow Agreement. 4.6 (f) If any of the Source Materials held in escrow by ESCROW AGENT NSD shall be attached, garnished or levied upon pursuant to an order of court, or the delivery thereof shall be stayed or enjoined by an order of court, or any other order, judgment or decree shall be made or entered by any court affecting the Source Materials or any part thereof of any act of ESCROW AGENTthereof, ESCROW AGENT NSD is hereby expressly authorized in at its sole discretion to obey and comply with all orders, judgments or decrees so entered or issued by any court, without the necessity of inquiring whether such court had jurisdiction, and in case ESCROW AGENT NSD obeys or complies with any such order, judgment or decree, ESCROW AGENT NSD shall not be liable to LICENSEECadence, LICENSOR Participant or any third party by reason of such compliance, notwithstanding that such order, judgment or decree may subsequently be reversed, modified or vacated.

Storage and Security. 4.1 ESCROW AGENT will (a) The Escrow Agent shall act as custodian of the Source Deposit Materials until the escrow is terminatedterminated pursuant to Section 15 of this Escrow Agreement. ESCROW AGENT The Escrow Agent shall establish, under its control, a secure receptacle for the purpose of storing the Source Deposit Materials; provided, however, that the Escrow Agent's obligation for safekeeping shall be limited to providing the same degree of care for the Deposit Materials as it maintains for its valuable documents and those of its customers lodged in the same location with appropriate atmospheric or other safeguards. Notwithstanding the foregoing, the parties acknowledge and agree that the Escrow Agent shall not be responsible for any loss or damage to any of the Deposit Materials due to changes in such atmospheric conditions (including, but not limited to, failure of the air conditioning system), unless such changes are proximately caused by the gross negligence or malfeasance of the Escrow Agent. 4.2 (b) The Source Deposit Materials deposited with ESCROW AGENT the Escrow Agent by LICENSOR pursuant to this Escrow Agreement GMI shall remain the exclusive property of the LICENSOR, except GMI. (c) Except as otherwise provided in Section 2. 4.3 Except as provided in this Escrow Agreement, ESCROW AGENT the Escrow Agent agrees that: 4.3.1 It : (i) it shall not divulge, disclose or otherwise make available to any parties party other than LICENSOR or LICENSEEGMI, or make any use whatsoeverwhatsoever of, of the Source Deposit Materials; 4.3.2 It ; (ii) it shall not permit any person access to the Source Deposit Materials, except such authorized representatives of the Escrow Agent as may be necessary for ESCROW AGENT’s authorized representatives require access to the Deposit Materials to perform its the functions of the Escrow Agent under this Escrow Agreement; 4.3.3 Access ; (iii) access to the Source Deposit Materials by LICENSOR GMI shall be granted by ESCROW AGENT Escrow Agent only to those persons duly authorized in writing by a competent officer of LICENSOR or as provided hereinGMI; and 4.3.4 Access and (iv) access to the Source Materials Escrow Material shall not be granted without compliance with all security and identification procedures instituted by ESCROW AGENTthe Escrow Agent. 4.4 ESCROW AGENT shall, upon LICENSEE’s request and in accordance with Section 1.2, (d) The Escrow Agent shall have no obligation or responsibility to verify or determine that the Source Deposit Materials deposited with ESCROW AGENT Escrow Agent by LICENSOR do, GMI do in fact, fact consist of those items which LICENSOR GMI is obligated to deliver under any agreementthe GMI OEM Agreement, and the Escrow Agent shall bear no responsibility whatsoever to determine the existence, relevance, completeness, currency or accuracy of the Deposit Materials. 4.5 ESCROW AGENT (e) The Escrow Agent's sole responsibility shall be to accept, store and deliver the Source Deposit Materials deposited with it by LICENSOR, GMI in accordance with the terms and conditions of this Escrow Agreement. 4.6 If any of the Source Materials held in escrow by ESCROW AGENT shall be attached, garnished or levied upon pursuant to an order of court, or the delivery thereof shall be stayed or enjoined by an order of court, or any other order, judgment or decree shall be made or entered by any court affecting the Source Materials or any part thereof of any act of ESCROW AGENT, ESCROW AGENT is hereby expressly authorized in its sole discretion to obey and comply with all orders, judgments or decrees so entered or issued by any court, without the necessity of inquiring whether such court had jurisdiction, and in case ESCROW AGENT obeys or complies with any such order, judgment or decree, ESCROW AGENT shall not be liable to LICENSEE, LICENSOR or any third party by reason of such compliance, notwithstanding that such order, judgment or decree may subsequently be reversed, modified or vacated.