Escrow Deposit and Verification
(a) Deposit Materials. Within ___ business days of the Effective Date, Provider shall deposit with the Escrow Agent, pursuant to the procedures of the Escrow Agreement, the source code for the Software, as well as the Documentation and names and contact information for each author or other creator of the Software. Promptly after release of any update, upgrade, patch, bug fix, enhancement, new version, or other revision to the Software, Provider shall deposit updated source code, Documentation, names, and contact information with the Escrow Agent. (“Deposit Materials” refers to material required above in this Subsection __(a).)
(b) Verification. Customer may retain the Escrow Agent to verify the Deposit Materials at any time pursuant to the procedures of the Escrow Agreement, at Customer’s expense. If the Deposit Materials do not conform to the requirements of Subsection __(a) (Deposit Materials) above: (i) Provider shall promptly deposit conforming Deposit Materials; and (ii) Provider shall pay the Escrow Agent for subsequent verification of the new Deposit Materials. Any breach of Subsection __(b)(i) above constitutes material breach of this Agreement, and no further payments will be due from Customer until such breach is cured, in addition to such other remedies as Customer may have.