Opening of Proposals - Utility Billing System - Tyler Technologies, Inc - Part 3

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E"ELTM DATE' MAsrFRDEPosx'rACeotmiTNUMWR- t3 5! W THREE -PARTY MASTER DEPOSITOR USCROW SE, RVICF, AGREEMENT 1. Introduction. This Three -Parry Master Depositor Escrow Service Agreement (the "Agreement") is entered into by and between Tyler Technologies, Inc., ("Depositor"), and by arty additional party enrolling as a "Beneficiary" upon execution of the Beneficiary Enrollment Forth attached as Exhibit E to this Agreement and by Iron Mountain Intellectual Property Management; Inc. ("Iron Mounlain'�_ Beneficiary, Depositor, and Iron Mountain may be. referred to individually as a "Party" or collectively as the "Parties" throughout this Agreement. (a) The use of the term "services" in this Agreement shall refer to Iron Mountain services that facilitate rite creation, management, and enforcement of software or other technology escrow accounts as described in Exhibit A attached hereto ("Services"). A Party shall request Services under this Agreement by submitting a work request for certain Iron Mountain Services ('Work Request") via written instruction or the online portal maintained atthe website located at wwwJrpUM9untaincomicct.c m or other websites owned or coptrolled by Iron Mountain that are linked to that website (collectively the "Iron Mountain Website"). (b) The Beneficiary and Depositor have, or will have, entered into a license agreement or other agreement conveying intellectual property rights to the Beneficiary ("X icense Agreement"), and the Parties intend this Agreement to be considered as supplementary to the License Agreement pursuant to Title 11 United States [Bankruptcy] Code, Section 365(n), 2. Depositor kgpensibilitim and Representations. (a) Depositor shall make an initial deposit that is complete and functional of all proprietary teebnvlogy and other materials covered under this Agreement (deposit Materlar') to Iron Mountain within thirty (30) days of the Effective Date. Depositor may also update Deposit Material from time to time during the Term of this Agreement provided a minimum of one (1) complete and functional copy of Deposit Material is deposited with Iron Mountain, at all tithes. At the time of each depositor update, Depositor will provide an accurate and complete description of all Deposit Material sent to Iron Mountain via the Iron Mountain Website or using the form attached hereto as Exhibit 13, (b) Depositor represents that it lawfully possesses all Deposit Material provided to Iron Mountain under this Agreement free of any liens or encumbrances as of the date of their deposit. Any Deposit Material liens or encumbrances made after their deposit will not prohibit, limit or alter the rights and obligations of Iron Motmtain under this Agreements Depositor warrants that with respect to the Deposit Material, Iron Mountain's proper administration of this Agreement will mot violate the rights of any third parties. (c) Depositor represents that all Deposit Material is readable and useable in its then current form; if any portion of such Deposit Material is encrypted the necessary decryption tools and keys to read such material are deposited contemporaneously. (d) Depositor agrees, upon request by Cron Mountain, in support of Beneficiary's request for verification $ervices, to promptly complete and rcturh the Escrow Deposit Questionnaire attached hereto as Exhibit Q. Depositor consents to Iron Mountain's performance of any levels) ofverification Services described in Exhibit A attached hereto and Depositor ftinther consents to Iron MouuWn's use of a subcontractor to perform verification Services. Any such subcontractor shall be bound by the same confidentiality obligations as Iron Mountain and shall not be a direct competitor to either Depositor or Beneficiary. Iron Mountain shall be responsible for the delivery of Services of any such subcontmctor as if Iron Mountain: had performed the Services. Depositor represents that all Deposit Material is provided with all rights necessary for Iron Mountain to verify such proprietary technology and materials upon receipt of a Work Bequest for such Services or agrees to use commercially reasonable ellCorts to provide Iron Mountain with any necessary use rights or permissions to use materials necessary to perform verification of the Deposit Material. Depositor agrees to reasonably caoperato with Iron Mountain by providing reasonable access to its technical personnel for verification Services whenever reasonably necessary. 3. Beneficiga Res onsibilities and 1R.e resentations. (a) Beneficiary acknowledges that, as between Iron Mountain and Beneficiary, Beneficiary assumes all responsibility for the completeness and functionality of all Deposit Material. (b) Beneficiary may submit a verification Work Request to Iron Mountain. for one ofmore of the Services defined in Exhibit A attached hereto and further consents to Iron Mountain's use of a subcontractor if needed to provide such M3P D Rev. 06/01/08 02008 Iron Mountain Incorporated. Page 1 of 13