Common use of Storage and Security Clause in Contracts

Storage and Security. a. Escrow Agent shall act as custodian of the Deposit until the escrow is terminated pursuant to Section 12 (Termination) of this Escrow Agreement. Escrow Agent shall establish, under its control, a secure receptacle for the purpose of storing the Deposit and shall put the receptacle under the control of one or more of its officers, selected by Escrow Agent, whose identity shall be available to Company and 3Com at all times. Escrow Agent shall exercise a professional level of care in carrying out the terms of this Escrow Agreement. b. The Deposit shall remain the exclusive property of the Company, subject only to the licenses provided in this Escrow Agreement. c. Escrow Agent shall not divulge, disclose or otherwise make available the Deposit to any parties other than those persons duly authorized in writing by an officer of Company or make any use whatsoever of the Deposit or of any information provided to it by Company in connection with this Escrow Agreement, except as provided in this Escrow Agreement. d. Escrow Agent shall not permit any person access to the Deposit except in accordance with Section 3 (Verification) and as may be necessary for Escrow Agent's authorized representatives to perform under this Escrow Agreement. This obligation will continue indefinitely notwithstanding termination of this Escrow Agreement. e. Access to the Deposit shall not be granted without compliance with all security and identification procedures instituted by Escrow Agent. f. Escrow Agent shall have no obligation or responsibility to verify or determine that the Deposit does, in fact, consist of those items which Company 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 Deposit. g. Escrow Agent's sole responsibility shall be to accept, store and deliver the Deposit, in accordance with the terms and conditions of this Escrow Agreement. h. If any of the Deposit shall be attached, garnished or levied upon pursuant to an order of court, or the delivery thereof shall be stayed or enjoyed by an order of court, or any other order, judgment or decree shall be made or entered by any court affecting the Deposit or any part thereof, 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 any 3Com of Record, Company or any third party by reason of such compliance, notwithstanding that such order, judgment or decree may subsequently be reversed, modified or vacated.

Appears in 2 contracts

Samples: Reseller Agreement (Com21 Inc), Reseller Agreement (Com21 Inc)

AutoNDA by SimpleDocs

Storage and Security. a. (a) Escrow Agent shall act as custodian of the Deposit until the escrow is terminated pursuant to Section 12 Paragraph 11 ("Termination") of this Escrow Agreement. Escrow Agent shall establish, under its control, a secure receptacle for the purpose of storing maintain the Deposit and shall put in the receptacle under the control of one or more of its officers, selected by same manner as it would maintain a confidential client file in accordance with Escrow Agent, whose identity shall be available to Company and 3Com at all times. Escrow Agent shall exercise a professional level of care in carrying out the terms of this Escrow Agreement's usual business practices. b. (b) The Deposit shall remain the exclusive property of the CompanyLicensor, subject only to the licenses provided in this Escrow Agreement. c. (c) Escrow Agent shall not divulge, disclose or otherwise make available the Deposit to any parties other than those persons duly authorized in writing by an a competent officer of Company or make any use whatsoever of the Deposit or of any information provided to it by Company in connection with this Escrow AgreementLicensor, except as provided in this Escrow Agreement. d. (d) Escrow Agent shall not permit any person access to the Deposit except in accordance with Section 3 (Verification) and as may be necessary for Escrow Agent's authorized representatives to perform under this Escrow Agreement. This obligation will continue indefinitely notwithstanding termination of this Escrow Agreement. e. (e) Access to the Deposit shall not be granted without compliance with all any security and identification procedures instituted by Escrow Agent. f. (f) Escrow Agent shall have no obligation or responsibility to verify or determine that the Deposit does, in fact, consist of those items which Company 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 Deposit. g. (g) Escrow Agent's sole responsibility shall be to accept, store and deliver the Deposit, in accordance with the terms and conditions of this Escrow Agreement. h. (h) If any of the Deposit shall be attached, garnished or levied upon pursuant to an order of court, or the delivery thereof shall be stayed or enjoyed enjoined by an order of court, or any other order, judgment or decree shall be made or entered by any court affecting the Deposit or any part thereof, 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 complied with any such order, judgment or decree, Escrow Agent shall not be liable to any 3Com Licensee of Record, Company Licensor or any third party by reason of such compliance, notwithstanding that such order, judgment or decree may subsequently be reversed, modified or vacated.

Appears in 1 contract

Samples: Software License Agreement (Protein Design Labs Inc/De)

AutoNDA by SimpleDocs

Storage and Security. a. (a) Escrow Agent shall act as custodian of the Deposit Documentation until the escrow is terminated terminated, pursuant to Section 12 (Termination) 10 of this Escrow Agreement. Escrow Agent shall establish, under its control, a secure receptacle for the purpose of storing the Deposit and shall put the receptacle under the control of one or more of its officers, selected by Escrow Agent, whose identity shall be available to Company and 3Com at all times. Documentation. (b) The Documentation deposited with Escrow Agent shall exercise a professional level of care in carrying out the terms of by Licensor pursuant to this Escrow Agreement. b. The Deposit Agreement shall remain the exclusive property of the Company, subject only to the licenses Licensor. (c) Except as provided in this Escrow Agreement. c. , Escrow Agent agrees that: (1) it shall not divulge, disclose or otherwise make available the Deposit to any parties other than those persons duly authorized in writing by an officer of Company Licensor, or make any use whatsoever of the Deposit or of any information provided to Documentation; (2) it by Company in connection with this Escrow Agreement, except as provided in this Escrow Agreement. d. Escrow Agent shall not permit any person access to the Deposit Documentation, except in accordance with Section 3 (Verification) and as may be necessary for Escrow Agent's ’s authorized representatives to perform its functions under this Escrow Agreement. This obligation will continue indefinitely notwithstanding termination of this Escrow Agreement.; e. Access (3) access to the Deposit Documentation by Licensor shall be granted by Escrow Agent only to those persons duly authorized in writing by a competent officer of Licensor; (4) access to the Documentation shall not be granted without compliance with all security and identification procedures instituted by Escrow Agent. f. (5) if the Licensee desires to inspect the Documentation, Licensor and Escrow Agent must be given at least ten (10) days prior written notice. Any such inspection shall be in the presence of an authorized representative(s) of Licensor (unless in writing Licensor elects not to be present), Licensee and Escrow Agent. The inspection will occur at Escrow Agent’s facilities. (d) Escrow Agent shall have no obligation or responsibility to verify or determine that the Deposit Documentation deposited with Escrow Agent by Licensor does, in fact, consist of those items which Company Licensor is obligated to deliver, deliver under any agreement, and Escrow Agent shall bear no responsibility whatsoever to determine the existence, relevance, completeness, currency, or accuracy of the DepositDocumentation. g. (e) Escrow Agent's ’s sole responsibility shall be to accept, store and deliver the DepositDocumentation deposited with it by Licensor, in accordance with the terms and conditions of this Escrow Agreement. h. (f) If any of the Deposit Documentation 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 enjoyed enjoined by an order of court, or any other order, judgment judgement or decree shall be made or entered by any court affecting the Deposit Documentation or any part thereof, Escrow Agent is hereby expressly authorized in at its sole discretion to obey and comply with all orders, judgments judgements 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 judgement or decree, Escrow Agent shall not be liable to any 3Com of RecordLicensee, Company Licensor or any third party by reason of such compliance, notwithstanding that such order, judgment judgement or decree may subsequently be reversed, modified or vacated.

Appears in 1 contract

Samples: Technology Development Agreement (Path 1 Network Technologies Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!