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EWrEcrrm DATE: r , <br />MASTER DErow AccOU Tr NUMBER: + 3 <br />THREE -PARTY MASTER DEPOSITOR <br />ESCROW SIāœ“RVICE A".GREE117(ENT <br />1. Introduction. <br />This Three -Party Master Depositor Escrow Service Agreement (the "Agreement ") is entered into by and between Tyler <br />Technologies, Inc., ("Depositor"), and by any additional party enrolling as a "Beneficiary" upon execution of the <br />Beneficiary Enrollment Form attached as Exhibit E to this Agreement and by Iron Mountain Intellectual Property <br />Management Inc. ("Iron Mountain' _ Beneficiary, Depositor, and Iron Mountain may be referred to individually as a <br />"Party" or collectively as the "Parties" throughout this Agreement. <br />(a) The use of the term "services" in this Agreement shall refer to Iron Mountain services that facilitate the creation, <br />management, and enforcement of software or other technology escrow accounts as described in Exhibit A attached hereto <br />( "Services "). A Party shall request Services under this Agreement by submitting a work request for certain Iron Mountain <br />Services ("Work Request "') via written instruction or the online portal maintained at the website located at <br />www.iromnountainconnect.com or other websites owned or controlled by Iron Mountain that are linked to that website <br />(collectively the "Iron Mountain Website" ). <br />(b) The Beneficiary and Depositor have, or will have, entered into a license agreement or other agreement conveying <br />intellectual property rights to the Beneficiary ("License Agreement"), and the Parties intend this Agreement to be <br />considered as supplementary to the License Agreement, pursuant to Title 11 United States [Bankruptcy] Code, Section <br />365(n). <br />2. Depositor Responsibilities and Reoresentations. <br />(a) Depositor shall make an initial deposit that is complete and functional of all proprietary technology and other <br />materials covered under this Agreement ("Deposit Material") to Iron Mountain within thirty (30) days of the <br />Effective Date. Depositor may also update Deposit Material from time to time during the Term of this Agreement <br />provided a minimum of one (1) complete and functional copy of Deposit Maternal is deposited with Iron Mountain at <br />all times. At the time of each depositor update, Depositor will provide an accurate and complete description of all <br />Deposit Material sent to Iron Mountain via the Iron Fountain Website or using the form attached hereto as Exhibit B. <br />(b) Depositor represents that it lawfully possesses all Deposit Material provided to Iron Mountain under this Agreement <br />free of any liens or encumbrances as of the date of their deposit. Any Deposit Material liens or encumbrances made <br />after their deposit will not prohibit, limit, or alter the rights and obligations of iron Mountain winder this Agreement_ <br />Depositor warrants that with respect to the Deposit Material, Iron Mountain's proper administration of this Agreement <br />will not violate the rights of any third parties. <br />(c) Depositor represents that all Deposit Material is readable and useable in its then current form; if any portion of such <br />Deposit Material is encrypted the necessary decryption tools and keys to read such material are deposited <br />contemporaneously. <br />(d) Depositor agrees, upon request by Iron Mountain, in support of Beneficiary's request for verification Services, to <br />promptly complete and return the Escrow Deposit Questionnaire attached hereto as Exhibit Q. Depositor consents to <br />Iron Mountain's performance of any level(s) of verification Services described in Exhibit A attached hereto and <br />Depositor further consents to Iron Mountain's use of a subcontractor to perform verification Services. Any such <br />subcontractor shall be bound by the same confidentiality obligations as Iron Mountain and shall not be a direct <br />competitor to either Depositor or Beneficiary. Iron Mountain shall be responsible for the delivery of Services of any <br />such subcontractor as if Iron Mountain had performed the Services. Depositor represents that all Deposit Material is <br />provided with all rights necessary for Iron Mountain to verify such proprietary technology and materials upon receipt <br />of a Work Request for such Services or agrees to use commercially reasonable efforts to provide Iron Mountain with <br />any necessary use rights or permissions to use materials necessary to perform verification of the Deposit Material. <br />Depositor agrees to reasonably cooperate with Iron Mountain by providing reasonable access to its technical personnel <br />for verification Services whenever reasonably necessary. <br />3. Beneficiary Responsibilities and Representations. <br />(a) Beneficiary acknowledges that, as between Iron Mountain and Beneficiary, Beneficiary assumes all responsibility for <br />the completeness and functionality of all Deposit Material. <br />(b) Beneficiary may submit a verification Work Request to Iron Mountain for one of more of the Services defined in <br />Exhibit A attached hereto and further consents to Iron Mountain's use of a subcontractor if needed to provide such <br />M3P D Rev. 06/01/08 02008 Iron Mountain.Incoiporated Page 1 of 13 <br />