Res 2004-174 - Laserfiche WebLink

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I I I SCHEDULE I Additional Considerations (continued) 7 Escrow. 7.1 At City's option, within thirty (30) days following the signing of this Agreement, The Library Corporation shall add City as a party to its already existing escrow account for the Software. Such escrow account contains a current source version of all The Library Corporation's application software and all associated materials. 7.2 The escrow company's obligation to the City is separate and independent from any obligation to The Library Corporation so that, in the event of the occurrence of a release condition, it cannot be unreasonably interfered with by a bankruptcy trustee. 7.3 The escrow agreement shall authorize the escrow agent to release the source code to the City in the event the Escrow Agent receives from the Library: 7.3.1 Written notification that The Library Corporation has failed in a material respect to support the applicable Systems as required by a License Agreement (" License Agreement") between City and The Library Corporation or that The Library Corporation has otherwise defaulted in a material respect under the License Agreement (liThe Library Corporation Default"). 7.3.2 Evidence satisfactory to Escrow Agent that City has previously notified The Library Corporation of such Product Default in writing; 7.3.3 A written demand that the Deposit M3terials be released and delivered to the City; 7.3.4 A written undertaking from the City that the Deposit Materials being supplied to the Library will be used only as permitted under the terms of the License Agreement; 7.3.5 Specific instructions from the City for this delivery. 7.3.6 An initial check from the City payable to Escrow Agent in the amount of one hundred dollars ($100.00). 7.4 The Library Corporation shall pay all basic costs of maintaining the source code in escrow, including the fees of the Escrow Agent. City shall pay an initial cost of $250, for adding City as a party to the escrow account and annual cost not to exceed $100, for remaining as a party to the escrow account. The City may, at any time during the term of this Agreement, have access to and review deposited Software and associated materials subject to reasonable security limitations. 7.5 The Library Corporation shall replace the deposited software and related documentation with an updated version at least once every twelve (12) months or upon The Library Corporation's distribution of new release software to its Libraries. September 2, 2004 Library Contract Page 25 of 29