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5 <br /> Schedule"A" <br /> Escrow Terms <br /> Where the Organization has agreed to be a beneficiary of the Escrow Agreement(as defined <br /> below)by entering into the Escrow Arrangement,the following sections shall apply to the <br /> Support and Maintenance Agreement upon the execution of the Escrow Arrangement. <br /> (a) Harris and Lincoln-Parry (the "Escrow Agent") have entered into an escrow <br /> agreement(the "Escrow Agreement"). The Source Code is provided by Harris to <br /> the Escrow Agent pursuant to the terms of this Agreement. The Organization has <br /> a right to the Source Code pursuant to the provisions of this Schedule and the <br /> Escrow Agreement as it has agreed to participate in the Escrow Arrangement and <br /> is a beneficiary because the Organization has completed the Escrow Arrangement <br /> document. Harris agrees that if an "Event of Default" occurs, then the <br /> Organization shall have the right to one copy of the most current version of the <br /> Source Code for the affected Software and associated Documentation. <br /> (b) An Event of Default is defined as and shall be deemed to have occurred if Harris: <br /> (1) ceases to market or make available maintenance or support services for the <br /> Software during a period in which the Organization is entitled to receive or to <br /> purchase, or is receiving or purchasing, such maintenance and support and Harris <br /> has not promptly cured such failure despite the Organization's demand that Harris <br /> make available or perform such maintenance and support, (2) becomes insolvent, <br /> executes an assignment for the benefit of creditors, or becomes subject to <br /> bankruptcy or receivership proceedings, and it continues to be subject to <br /> bankruptcy proceedings ninety (90) days following either its application into <br /> bankruptcy protection or the commencement of such proceedings, or (3) has <br /> transferred all or substantially all of its assets or obligations set forth in this <br /> Agreement to a third party which has not assumed all of the obligations of Harris <br /> set forth in this Agreement. <br /> (c) Harris will promptly and continuously update and supplement the Source Code as <br /> necessary with all corrections, improvements, updates, releases, or other changes <br /> developed for the Software and Documentation. Such Source Code shall be in a <br /> form suitable for reproduction and use and shall consist of a full source language <br /> statement of the program or programs comprising the Software. <br /> (d) The governing License for the Software includes the right to use Source Code <br /> received under this Schedule as necessary to modify, maintain, and update the <br /> Software but for no other purposes outside the normal business operations of the <br /> Organization. <br /> (e) The termination of the Support and Maintenance Agreement shall immediately <br /> end the Organization's rights as a beneficiary under the Escrow Agreement and <br /> Escrow Arrangement,as applicable. <br /> (f) This Schedule "A" shall form part of the Support and Maintenance Agreement <br /> 18 <br />