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� <br />%I ESCRON RETRIEVAL PROCEDIIRE <br />A. To protect the assets of Hydrosphere in the event that <br />the holder of a General Software License elects to retrieve the <br />items held in escrow pursuant to the terms of this Agreement, said <br />License Holders shall execute the SOFTWARE LICENSE AGREEMENT <br />GOVERNING THE USE OF THE CRAM MODELING SYSTEM SOURCE CODE, attached <br />hereto as Apper►dix E, prior to• such retrieval. All General <br />Software Licensees shall be bound by the terms and conditions of <br />the Source Code Software License regardless of the legal or <br />business status of Hydrosphere. <br />B. The Master Escrow Aqreement referred to in Section IX <br />above shall include provisions which allow retrieval of the <br />documents in escrow under any of the followinq conditions: <br />1. Hydrasphere has been adjudged bankrupt or is <br />defunct or no longer conducting business; <br />2. Any Certific elects to execute the <br />Software Lice t Governing the Use of the <br />CRAM Modeling ' ftware and provides proof <br />that the fee requirements f the license have been <br />y�� � <br />met• or �`; . <br />� �JL � �i� ��' � � <br />.a�. �+' a.� <br />3. Hydrosphere and the District mutually agree to <br />withdraw the materials from escrow. <br />%I ASSIGNMENT <br />This Agreement is personal in nature and may not be sold, <br />assigned or transferred to.any other person or entity without the <br />express written agreement of Hydrosphere and the District. <br />BII TERMINATION <br />This Agreement may be terminated by the District, with or <br />without cause, by giving Hydrosphere written notice at least five <br />(5) days in advance of the termination date. The termination <br />notice shall specify in reasonable detail the basis for <br />termination, if any. If this Agreement is so terminated by the <br />District, Hydrosphere will be paid for all. services rendered to the <br />date of termination, except those services which, in the District's <br />judgment, constituted the grounds, in whole or in part, of the <br />notice of termination, subject to the limitations in Section V, <br />above. <br />In the event of such termination, Hydrosphere shall promptly <br />deliver to the District all drawings, computer programs, computer <br />input and output, analyses, plans, photographic images, tests, <br />maps, surveys, and written materials of any kind generated in the <br />7 <br />