Escrow License

(c) Deposit Materials License. Provider hereby grants Customer a license to use, reproduce, and create derivative works from the Deposit Materials during the Term, in each case solely to support and maintain the Software; provided Customer complies with the requirements below of Subsections __(c)(i) and __(c)(ii).

(i) The Deposit Materials are Confidential Information of Provider pursuant to Section __ (Confidentiality) of this Agreement (provided no provision of Section __ calling for return of Confidential Information before termination of this Agreement applies to Deposit Materials). 

(ii) Copies of the Deposit Materials created or transferred pursuant to this Agreement are licensed, not sold, and Customer receives no title to or ownership of any copy or of the Deposit Materials themselves. Furthermore, Customer receives no rights to the Deposit Materials other than those specifically granted in this Subsection __(c). Without limiting the generality of the foregoing, Customer shall not exploit the Deposit Materials in any way restricted by Subsection __ (License Conditions and Restrictions), excluding such restrictions on reverse engineering, except to the extent specifically authorized pursuant to this Subsection __. Provider grants the license in this Subsection under copyright and also, solely to the extent necessary to exercise such rights, under patent and any other applicable intellectual property rights.

(iii) Upon expiration of the Term or other termination of this Agreement for any reason, Customer shall return the Deposit Materials to Provider and erase all copies of Deposit Materials in its possession or control. Customer shall promptly certify such erasure to Customer in writing.