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Code so deposited. For each deposit, Escrow Agent will issue receipts to Licensor. <br /> <br /> 3.2. Update and Maintenance of Source Code. During the term of this <br />Agreement, Licensor shall keep the Source Code in escrow fully current by depositing the <br />listings and all supporting documentation and related materials once annually in the event <br />such Program has been materially changed during such year. Such deposits will be <br />completed no later than sixty (60) days after the date of such release to Licensee of the <br />License Programs. <br /> <br />SECTION 4 <br /> <br />TITLE TO SOURCE CODE <br /> <br /> 4.1. Title Source Code. Title to the Source Code shall remain in Licensor, title <br />to the copy thereof to be deposited in escrow hereunder shall, in the event the Source <br />Code shall be delivered to Licensee pursuant hereto, pass to and vest in Licensee. <br />Notwith-standing its ownership of a copy of the Source Code in such event, Licensee shall <br />remain subject to the terms of license granted pursuant to {}9.1 hereof with respect to the <br />use thereof. <br /> <br />SECTION 5 <br /> <br />RELEASE OF SOURCE CODE LICENSEE <br /> <br /> 5.1. Release of Code. The copy of the Source Code to be deposited in escrow <br />pursuant to this Agreement shall be released to Licensee wholly in accordance with the <br />terms of this Agreement. <br /> <br /> 5.2. Notice of Default; Right to Cure. If Licensee shall conclude in good faith that <br />Licensor has failed in material respect to provide Support Services as required by the <br />License Agreement and is in breach of its obligations thereunder it shall so notify Licensor <br />in writing, specifying in reasonable detail the respects as to what Licensor has failed to so <br />perform. A copy of such notice will be served simultaneously upon Escrow Agent. For a <br />period of ten (10) days after service of such notice, Licensor shall have the right to cure <br />the identified breaches. In the event that, at the conclusion of such cure period, Licensee <br />shall conclude in good faith that the identified breaches have not been cured, Licensee <br />may so notify both Licensor and Escrow Agent and such notice shall include a demand <br />that Escrow Agent release the Source Code to Licensee pursuant to the terms hereof. For <br />purposes of this paragraph, a material breach of the License Agreement shall have <br />occurred in the event that (a) Licensor (or its successor or permitted assignees under the <br />License Agreement) ceases to function as a going concern; or (b) Licensor ceases to <br />perform, or notifies the Licensee of its intent to cease to perform, its continuing <br /> <br /> <br />