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

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ExHI[Brf C RELEASE OF DEPOSIT MATMAL Deposit Account Number: .;? �� Iron Mountain will use the following procedures to process any Beneficiary Work Request to release Deposit Material. All notices under this Exhibit C shall be sent pursuant to the terms of Section 12(h) Notices. Release Conditions. Depositor and Beneficiary agree that a Work Request for the release of the Deposit Material shall be based solely on one or more of the following conditions (defined as "Release Conditions"): (i) .Depositor's failure to cure a material breach of the License Agreement or other agreement between the Depositor and Beneficiary regulating the use of the Deposit Material covered under this Agreement; or (ii) Joint written instructions from Depositor and Beneficiary; or (iH) Depositor is subject to voluntary or involuntary bankruptcy. 2. Release Work Re uvst. A Beneficiary may subruit a Work Request to Iron Mountain to release the Deposit Material covered under this Agreement. Iron Mountain will send a written notice of this Beneficiary Work Reclirest within five (5) business days to the Depositor's Authorized Person. 3. Contrary Instructions. From the date Iron Mountain mails written notice of the Beneficiary Work Request to release Deposit Material covered under this Agreement, Depositor representative(s) shall have ten (10) business days to deliver to Iron Mountain contrary instructions. Contrary Instructions shall mean the written representation by Depositor that a Release Condition has not occurred or has been cured ("Contrary Instructions"). Contrary Inslruotions shall be on company letterhead and signed by an authorized Depositor represeritative. Upon receipt of Contrary Instructions, Iron Mountain shall promptly send a copy to Beneficiary's Authorized Person(s). Additionally, Iron Mountain shall notify both Depositor and Beneficiary Authorized Person(s) that there is a dispute to be resolved pursuant to the disputes provisions of this Agreement. Iron Mountain will continue to store Deposit Material without release pending (i) joint instructions from Depositor and Beneficiary with instructions to release the Deposit Material; or (ii) dispute resolution pursuant to the disputes provisions of this Agreement, or (iii) receipt of an order from a court of competent jurisdiction. 4. Releaase.of Deposit Material. If Iron Mountain does not receive Contrary Instructions from an authorized Depositor representative, Iron Mountain is authorized to release Deposit Material to the Beneficiary or, if more than one Beneficiary is registered to the deposit, to release a copy of Deposit Material to that particular Beneficiary only. Iron Mountain is entitled to receive any undisputed, unpaid Service Fees due Iron Mountain from the Parties before fulfilling the Work Request to release Deposit Material covered under this Agreement. Any Party may cure a default of payment of Service Fees. 5. Teruduation of Agreement. This Agreement will terminate upon the release of Deposit Material held by Iron Mountain with regards to that particular Beneficiary only. 6. Right to [Jse krollowing Release. Beneficiary has the right under this Agreement to use the Deposit Material for the sole purpose of continuing the benefiits• afforded to Beneficiary by the License Agreemert. Notwithstanding, the Beneficiary shall not have access to the Deposit Material sunless there is a release of the Deposit Material in accordance with this Agreement. Beneficiary shall be obligated to maintain the confidentiality of the released Deposit Material. M31° D Rev. 06101108 02009 Iron Mountain Incorporated Page I0 of 13