Contractor has not rectified the Trigger Event in the required time or provided another remedy that is satisfactory to the Principal and require the Escrow Agent to immediately release the Escrow Material to the Principal Release Notice”). The Escrow Agent shall release (“Final the Escrow Material to the Principal promptly after receiving the Final Release Notice. Where: the License Agreement has been lawfully terminated by the Contractor or the period of license has expired; the Support Agreement has been lawfully terminated by the Contractor or the period of Software Support Services has expired; the Principal has agreed to the release; this Deed is terminated in accordance with clause 9 below; or the Contractor is not obligated under the Agreement to execute a substantially similar Deed to replace this Deed, the Escrow Agent shall, upon written request from the Contractor, release the Escrow Material to the Contractor. In the event that the Escrow Materials are released to the Principal under this Deed, the Principal: is granted a limited right to use the Escrow Materials: for the same usage rights as the Principal has been granted the right to use the Licensed Software under the License Agreement; and to correct Defects in the Licensed Software; and subject to (c), must use the Escrow Materials subject to all the other terms of the License Agreement, as if the Escrow Material is included in the definition of Licensed Software in that License Agreement; and must keep the Escrow Materials strictly confidential and not disclose them to any person, and must not use them for any purpose other than that referred to in clause 8.5(a) above. This clause 8.5 survives expiry or termination of this Deed. Termination The Escrow Agent may, by giving 3 months prior written notice to the Principal and the Contractor, terminate this Deed subject to the pro-rata refund of any advance payment of the Escrow Fee. The Principal or the Contractor may terminate this Deed immediately if the Escrow Agent: has become subject to any form of insolvency administration; or is in breach of any obligation under this Deed so that there is a substantial failure by the Escrow Agent to perform or observe this Deed. If this Deed is terminated in accordance with this clause 9 while the Agreement remains in force, and the Principal continues to use the Licensed Software, the Principal and the Contractor shall enter into a new escrow agreement on substantially the same terms and conditions as are set
Contractor has not rectified the Trigger Event in the required time or provided another remedy that is satisfactory to the Principal and require the Escrow Agent to immediately release the Escrow Material to the Principal (“Final Release Notice”). The Escrow Agent shall release the Escrow Material to the Principal promptly after receiving the Final Release Notice. Where: the License Agreement has been lawfully terminated by the Contractor or the period of license has expired; the Support Agreement has been lawfully terminated by the Contractor or the period of Software Support Services has expired; the Principal has agreed to the release; this Deed is terminated in accordance with clause 9 below; or the Contractor is not obligated under the Agreement to execute a substantially similar Deed to replace this Deed, the Escrow Agent shall, upon written request from the Contractor, release the Escrow Material to the Contractor. In the event that the Escrow Materials are released to the Principal under this Deed, the Principal: is granted a limited right to use the Escrow Materials: for the same usage rights as the Principal has been granted the right to use the Licensed Software under the License Agreement; and to correct Defects in the Licensed Software; and subject to (c), must use the Escrow Materials subject to all the other terms of the License Agreement, as if the Escrow Material is included in the definition of Licensed Software in that License Agreement; and must keep the Escrow Materials strictly confidential and not disclose them to any person, and must not use them for any purpose other than that referred to in clause 8.5(a) above. This clause 8.5 survives expiry or termination of this Deed. Termination The Escrow Agent may, by giving 3 months prior written notice to the Principal and the Contractor, terminate this Deed subject to the pro-rata refund of any advance payment of the Escrow Fee. The Principal or the Contractor may terminate this Deed immediately if the Escrow Agent: has become subject to any form of insolvency administration; or is in breach of any obligation under this Deed so that there is a substantial failure by the Escrow Agent to perform or observe this Deed. If this Deed is terminated in accordance with this clause 9 while the Agreement remains in force, and the Principal continues to use the Licensed Software, the Principal and the Contractor shall enter into a new escrow agreement on substantially the same terms and conditions as are set
procure_it_schedules_including_general_order_form_110413.docx