VISIPHOR CORP 1 -2006 - Laserfiche WebLink

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Agreement for a period of three (3) years from the termination date of this Agreement, or until audit findings are resolved, whichever is greater. 7.13.19 Source Code Esorox. Visiphor shall retain a copy of the Santa Ana-specific versions of the Visiphor Application source code, and shall also deposit a copy of that source code into an escrow account pursuant to a Master F1exSAFE Agreement with DSI Technology Escrow Services no later than final system acceptance by the City. All costs related to DSI Technology Escrow Services shall be borne by the City. City shall be a named beneficiary of that account, and will receive deposit verification and semi-annual deposit histories directly from DSI. Visiphor will deposit copies of all modules associated with Visiphor Application(s) implemented hereunder, and those deposits shall include the developer's notes. In an event whereby City is granted access to the source code held in escrow, City will not be assessed any additional license fees for the use of the Source Code. Ongoing maintenance of the escrow deposit account will be provided as long as the City continues maintenance support in accordance with the terms of the then-current Support Agreement between Visiphor and the City (see Section 3.1 hereof). As used in the Master F1exSAFE Agreement, "Release Condition" shall mean the existence of any one or more of the following circumstances, uncorrected for more than thirty (30) days: a. Entry of an order for relief under Title 11 of the United States Code; b. The making by Depositor of a general assignment for the benefit of creditors; c. The appointment of a general receiver or trustee in bankruptcy of Depositor's business or property; or d. Action by Depositor under any state or Primary Agreement June 15, 2006 Page 35