AG 1999 06 21 - Laserfiche WebLink

Home Browse Search

ATTACHMENT C SOURCE CODE ESCROW AGREEMENT This Source Code Escrow Agreement is made and entered into this 15th day of June, 1999, by and among COTT SYSTEMS, INC., an Ohio corporation, hereinafter referred to as "Licensor", COUNTY OF CABARRUS, NORTH CAROLINA, hereinafter referred to as "Licensee", and FORT KNOX ESCROW SERVICES, INC., a Georgia corporation, hereinafter referred to as "Escrow Agent". RECITALS WHEREAS, Licensor and Licensee entered into an agreement dated June 15, 1999 (the "License Agreement") pursuant to which Licensor has provided to Licensee certain proprietary computer programs in object code form, (the "License Programs"); and WHEREAS, Licensor and Licensee have agreed to place the source code corresponding to the Licensed Programs in escrow to be released to Licensee upon breach of certain obligations of maintenance and suppod of the License Programs undertaken by Licensor in the License Agreement, NOW, THEREFORE, in consideration of the covenants and promises contained herein, together with other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1 DEFINITIONS For purposes of this Agreement, in addition to definitions set forth elsewhere in this Agreement, the definitions set forth in this section shall apply to the respective capitalized terms immediately proceeding the definitions. 1.1. Agreement. This Source Code Escrow Agreement, including any exhibits, addenda, amendments, and modifications hereto. 1.2. Source Code. Human-readable computer programming code, associated procedural code, and related and supporting documentation, corresponding to the License Programs and all subsequent versions thereof furnished to Licensee.