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LOGITAS Escrow Agreement This page concerns the agreement concluded by The Depositor and LOGITAS (see LOGITAS Escrow Agreement) This LOGITAS Escrow agreement is based on the following principles: It is established between The Depositor and LOGITAS for the following reasons: aAs the owner of the deposited material, the Depositor must keep control of any and all copies of the material wherever they may be stored, during the entire period for which he is able to assume his maintenance obligations. aThe Depositor is the only one able to update the deposit. aIt is the only way to ensure that the deposit remains neutral, common and independent of any single End User or Authorized Party, such deposit thereby remaining capable of protecting all concerned parties provided it is continually updated with any new versions and/or custom developments. This LOGITAS Escrow agreement may be established as a tripartite agreement and several specific tripartite agreements may be signed for a single physical LOGITAS Deposit. A LOGITAS Escrow agreement is established for a coherent and self-contained IT property: A software suite will be considered as a homogeneous entity when including modules that are built on a common core. Within the frame of that LOGITAS Escrow Agreement, the Depositor will be allowed to stockpile all the successive versions, custom developments and parameterizations, databases and deliverable versions for specific target environments (Unix, MVS, OS400, Windows, etc.). We do not believe that it is useful for the End User to receive a copy of the deposited material as he presumably will not have any developers who are trained on the relevant development environment and also regularly trained on the deposited material in order to be quickly and effectively capable of handling maintenance. Since the deposit contains all the successive versions, specific developments and parameterizations, databases, deliverable versions for specific running environments, etc. thereby protecting all the users, in the event of Depositor maintenance default (either temporary or permanent) it will be much easier to identify a rescuer able to offer proper support (in case of temporary default) or to take over the asset and its developers (definitive default, liquidation, voluntary end of maintenance support) for the whole customer base and not just for one End User. LOGITAS may help and can potentially find a rescuer who is at least skilled on the relevant development environment among its Depositors. Permanent or temporary maintenance default = Trigger event for a release of all or part of a deposit. Remember that the End User's only technical concern is the maintenance default itself and not a bankruptcy or liquidation event (even if both often lead to maintenance default). A Depositor might be in voluntary bankruptcy and therefore remain able to provide maintenance and support to its End User as long as the current development team remains employed, while for example waiting for an acquirer for the business. On the other hand, a wealthy Depositor may decide to stop maintenance support on part of its IT asset base because the development team left or because it is no longer profitable and so wilfully be in a situation of maintenance default. This is why the release trigger event should not be limited to bankruptcy alone. The LOGITAS Escrow Agreement includes its own Deposit release procedure, trigger events, maintenance and default definitions. It may consequently be used as the "Escrow Provision" when included in a larger licence or maintenance agreement, usually as an annexe. See: Release procedure for a LOGITAS Deposit Remark: The LOGITAS standard escrow agreement will only apply by default. When the licence or maintenance agreement signed between the Depositor and an End User and/or an Authorized Third Party foresees particular conditions, procedures and time delays for the release of a copy of the deposited material that differs from the LOGITAS standard conditions, LOGITAS will execute these specific instructions prior to its own standard release procedure to the extent that the specific conditions can be reasonably executed by LOGITAS. These agreements can be supplied in writing to LOGITAS in either French or English. See: LOGITAS Escrow Agreement, Article 1 Supporting multiple agreements with a single Deposit As the LOGITAS Escrow Systems allows a Depositor to store and protect all the successive versions, specific developments and/or platforms of a coherent and consistent IT asset within a single Escrow Agreement, this deposit shall simultaneously protect all the concerned End Users or Third parties whatever version, modules, specific development or platform they are running. Notwithstanding the foregoing, several specific Escrow agreements may be signed and based on that single set of physically deposited material. The aim of these individual Escrow agreements will be to define the specific release procedure the Depositor will offer to a specific Licensee or that the Licensee will need, based on the risk and strategic importance of the Software to them. This is why, in the event of a release, LOGITAS will go to the receiver with one copy of the appropriate deposited material, copy it on to the receiver's computer and return the copy to the Deposit. This release procedure may be executed as many times as required when several End Users are concerned.
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