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disclosure or release of the deposit materials. Depositor shall be responsible to challenge <br />any such order. Agent and Licensees may appear to protect their rights to the deposited <br />materials with respect to any such order. <br />6. Depositor will provide Agent with the names of Licensees that have elected to have <br />the benefit of this deposit agreement. Agent will provide each such licensee with a Notice <br />in the form attached as Exhibit A. Fees for these services are shown on Exhibit B. <br />Depositor may collect from Licensee the fees required to be paid for the service provided <br />hereunder and remit them to Agent but Licensee is responsible for payment of all fees <br />hereunder for both setup fees and annual continuation fees. Fees aze due upon receipt of <br />deposit, each Licensee setup, and each Licensee renewal. <br />7. Upon Depositor's material failure to support the proprietary technology in accordance <br />with the applicable maintenance agreement; and <br />A. Depositor becomes insolvent or generally fails to pay, or admits in writing its <br />inability to pay its debts as they become due; or <br />B. a receiver, trustee, or similaz officer is appointed for the business or property <br />of Depositor; or <br />C. Depositor files a petition in bankruptcy, files a petition seeking any <br />reorganization, arrangement, composition, <br />D. or similaz relief under any law regarding insolvency or relief for debtors, or <br />makes an assignment for the benefit of creditors; or <br />E. any involuntary petition or proceeding under bankruptcy or insolvency laws is <br />instituted against the Depositor and not stayed, enjoined, or discharged within sixty (60) <br />days; or <br />F. Depositor ceases active operation of its business or discontinues the sale, <br />licensing or maintenance of the proprietary technology in material breach of the <br />underlying agreement or applicable maintenance agreement; or <br />G. Depositor adopts a resolution for discontinuance of its business or for <br />dissolution; or <br />H. Depositor takes any corporate action authorizing any of the foregoing; then, <br />Licensee may notify Agent in writing as to such Event of Default (a "Notice"), and shall <br />simultaneously provide a copy of any such Notice to Depositor. Unless Depositor shall <br />have provided contrary instructions to Agent within ten (10) business days after Agent's <br />receipt of Licensee's notice a copy of the Escrow Materials then in escrow shall be <br />delivered to Licensee by Agent within the next five (5) business days following the end <br />of any such ten (10) day period. Licensee shall pay Agent the deposit release fee prior to <br />release of such copy. Such delivery shall terminate all duties and obligations of Agent to <br />Depositor and Licensee. <br />8. Depositor and Licensees agree to indemnify and hold Agent harmless against any and <br />all losses, costs, damages, expenses, claims or attorneys' fees suffered or incurred by <br />Agent as a result of or arising from its acts or omissions, other than acts that constitute <br />willful misconduct or gross negligence of Agent, its officers, employees, agents, <br />attorneys or assigns. <br />