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Software, Subcontractor Software, or any other item provided by TriTech under this Agreement, including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software. 14.0 SOURCE CODE ESCROW 14.1 TriTech Software. Subject to payment of the applicable escrow fees by Client and Client's execution of the applicable escrow documents, TriTech shall, on or before the occurrence of Go Live for the TriTech Software (less Interfaces and Modifications), enroll Client as a Preferred Beneficiary of the applicable TriTech Source Code escrow account with Iron Mountain Intellectual Property Management (the "Escrow Agent"). A copy of TriTech's Master Preferred Escrow Agreement with Iron Mountain is attached at Addendum B. The location of the escrow shall be Iron Mountain's storage facilities in Norcross, GA. Client shall pay all escrow fees and expenses associated with the Escrow, including but not limited to first year fees (which are included as a line item in the Contract Price), renewal year fees, and fees for additional services, if any, selected by Client. Each month, TriTech shall deposit in Escrow updated Source Code containing (i) all Updates to the TriTech Software released during the preceding month and (ii) any TriTech Software Modification and/or Interfaces released for live operations during the preceding month. Source Code Escrow shall be kept in effect until (i) Client gives TriTech written notice of termination of the escrow, (ii) the escrow is canceled by the Escrow Agent due to non-payment of escrow charges by Client, or (iii) this Agreement is terminated. Source Code released under the terms of the Source Code Escrow Agreement shall be deemed part of the TriTech Software hereunder, subject to the terms and conditions of this Agreement, including but not limited to the license terms in Section 5.0, except as modified below. 14.1.2 Source Code shall be released to Client only upon the occurrence of and only during the duration of one of the following conditions: 14.1.2.1 TriTech's persistent and uncured failure to carry out or provide for the carrying out of material warranty obligations imposed upon it pursuant to this Agreement or any Software Support Agreement between the parties with respect to the TriTech Software, which failure persists for a period of 30 days after written notice from Client to TriTech asserting such failure and the intention to demand a release of Source Code from escrow; or 14.1.2.2 TriTech's failure to continue to do business in the ordinary course without providing an alternate source of warranty or Software Support by a ready, willing and able assignee; or 14.1.2.3 TriTech is subject to voluntary or involuntary bankruptcy proceedings under title 11 of the United States Code. 14.1.3 The escrowed Source Code and other material released to Client hereunder shall be subject to all of the terms and conditions of this Agreement, including without limitation the Confidentiality provisions herein, except as specifically modified in this paragraph. Without Santa Ana System Purchase and Support Agreement Copyright O 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page21 of104