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sole source basis, the City will be entitled to a <br />minimum discount of 25% of all related license <br />fees, with pricing to be based on then -current <br />average TriTech product costs. <br />7.13.20 Source Code Escrow. The City is a current <br />Preferred Beneficiary under TriTech's Master <br />Preferred Escrow Agreement with Iron Mountain <br />Intellectual Property Management. Each month, <br />TriTech shall deposit in Escrow updated Source <br />Code containing (i) all updates to the TriTech <br />Application released during the preceding month <br />and (ii) any TriTech Application Modification <br />and/or Interfaces released for live operations <br />during the preceding month. Source Code Escrow <br />shall be kept in effect until (i) the City gives <br />TriTech written notice of termination of the <br />escrow, (ii) the escrow is canceled due to non- <br />payment of escrow charges by the City, or (iii) <br />this Agreement is terminated. Source Code <br />released under the terms of the Source Code Escrow <br />Agreement shall be deemed part of the TriTech <br />Application hereunder, subject to the terms and <br />conditions of this Agreement, including but not <br />limited to the license terms in Exhibit E, except <br />as modified below. <br />Source Code shall be released to the City only <br />upon the occurrence of and only during the <br />duration of one of the following conditions: <br />a) TriTech's persistent and uncured failure to <br />carry out or provide for the carrying out of <br />material warranty or Software Support <br />obligations imposed upon it pursuant to this <br />Agreement or any Software Support Agreement <br />between the parties with respect to the <br />TriTech Application, which failure persists <br />for a period of 30 days after written notice <br />from Client to TriTech asserting such failure <br />and the intention to demand a release of <br />Source Code from escrow, or <br />b) TriTech's failure to continue to do business <br />in the ordinary course without providing an <br />alternate source of warranty or Software <br />Support by a ready, willing and able <br />assignee. <br />The escrowed Source Code and other material <br />released to the City hereunder shall be subject to <br />all of the terms and conditions of this Agreement, <br />including without limitation the Confidentiality <br />provisions herein, except as specifically modified <br />Primary Agreement Page 36 <br />