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Beneficiary only in compliance with the terms and conditions set forth in this Escrow <br />Agreement. <br />3. DEPOSIT. <br />(a) Following the execution of this Agreement, Provider shall deposit with the <br />Escrow Agent and the Escrow Agent shall accept from Provider a true, complete and fully <br />licensed version of the source code, commentary and any associated support documentation <br />for all software to be used by Beneficiary, including data schema and data dictionary, as it <br />exists in its most current version as of the date hereof and the two most recent prior versions <br />thereof. The names and addresses of the programmers shall also be placed in escrow with <br />the Escrow Agent. Thereafter, Provider shall promptly supplement the source code <br />deposited hereunder with all updates, corrections, enhancements, changes and revisions <br />thereto made by Provider so that the source code constitutes the most current version of the <br />software licensed to Beneficiary (collectively and individually `Deposit" ). <br />(b) The Escrow Agent will issue to Provider a receipt for the Deposit upon delivery. <br />Beneficiary shall have the right, from time to time, on an annual basis, as reasonably <br />requested: (i) to have Provider review, compile and test the source code in its current version <br />in Escrow Agent's presence; and/or (ii) to verify, audit and inspect the Deposit to confine <br />compliance with this Agreement. Beneficiary shall pay Provider its then current time and <br />material consulting rates for Provider's services performed under this Section. <br />(c) The Deposit shall remain the exclusive property of Provider and the Escrow <br />Agent.shall not use the Deposit except as specifically provided for in this Agreement. <br />4. CONFIDENTIALITY. <br />(a) .Escrow Agent acknowledges and understands that the Deposit is to be kept <br />strictly confidential and is trade secret and highly sensitive. Escrow Agent further <br />acknowledges and agrees that unauthorized disclosure of the Deposit may subject Provider, <br />its affiliated companies, employees, customers and/or suppliers, and Beneficiary to <br />substantial harm. Escrow Agent agrees to treat the Deposit as trade secret and proprietary, <br />to hold same in trust and confidence for Provider and Beneficiary and provide security <br />2 <br />