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responsible Executive Officer stating that that no Release Condition has occurred or (ii) <br />Provider fails to remedy the Release Condition within the remedy period, Escrow Agent <br />shall deliver to the Beneficiary the entire source code, commentary, and any associated <br />support documentation with respect to the software then being held by Escrow Agent; <br />provided however, that release and delivery of materials under this Section 6 shall not <br />constitute a transfer of ownership, and the Deposit shall remain the exclusive proprietary <br />property of Provider. <br />7. PROVIDER RESPONSIBILITIES. <br />(a) Ensure that the source code material is being deposited with the Escrow <br />Agent within the time limits set forth in Software License Agreement; <br />(b) For every deposit being made, state on the outside of the package, the <br />following information: <br />• The names of Provider and Beneficiary <br />• The date of the deposit of the source code material <br />• Information on the complete content of the source code material <br />(c) Pay the fees due to the Escrow Agent hereunder. <br />8. BENEFICIARY RESPONSIBILITIES. <br />It is expressly understood and agreed that if the Deposit is delivered or disclosed to <br />Beneficiary by Escrow Agent pursuant to this Agreement, the following provisions shall <br />apply and such delivery or disclosure shall be subject to these provisions. <br />(a) Beneficiary shall have the right and shall use the Deposit solely to support <br />(including maintenance and enhancement within the rights granted to Beneficiary under the <br />Software License Agreement) the software licensed to Beneficiary. <br />(b) Beneficiary shall not copy (except up to two copies for back -up and archival <br />purposes), prepare derivative works, disclose (subject to the exceptions set forth in the <br />Software License Agreement), sell, distribute, sub- license or deliver the Deposit, whether in <br />written, oral or graphic form, to any third party without prior written consent of Provider. <br />Beneficiary will reproduce on all copies of the Deposit all confidentiality notices <br />appearing on the originals. Beneficiary further acknowledges and agrees that unauthorized <br />5 <br />