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_, �,� - BI ESCROW RETRIEVAL PROCEDIIRE A. To protect the assets of Hydrosphere in the event that the holder of a General Software License elects to retrieve the items held in escrow pursuant to the terms of this Agreement, said License Holdeis shall execute the SOFTWARE LICENSE AGREEMENT GOVERNING THE USE OF THE CRAM MODELING SYSTEM SOURCE CODE, attached hereto as Appendix E, prior to such retrieval. All General Software Licensees shall be bound by the terms and conditions of the Source Code Software License regarciless of the legal or business status of Hydrosphere. B. The Master Escrow Agreement referred to in Section IX above shall include provisions which allow retrieval of the documents in escrow under any of the following conditions: 1. Hydrosphere ha5 been adjudged bankrupt or is defunct or no longer conducting business; 2. Any Certificate Holder elects to execute the Software License Agreement Governing the Use of the CRAM Modeling System Software and provides proof that the fee requirements of the license have been met; or 3. Hydrosphere and the District mutually agree to withdraw the materials from escrow. %I ASSIGNMENT This Agreement is personal in nature and may not be sold, assigned or transferred to.any other person or entity without the e�cpress written agreement of Hydrosphere and the District. %II TERMZNATZON This Agreement may be terminated by the District, with or without cause, by giving Hydrosphere written notice at least five (5) days in advance of the termination date. The termination notice shall specify in reasonable detail the basis for termination, if any. If this Agreement is so terminated by the District, Hydrosphere will be paid for all.services rendered to the date of termination, except those services which, in the District's judgment, constituted the grounds, in whole or in part, of the notice of termination, subject to the limitations in Section V, above. In the event of such termination, Hydrosphere shall promptly deliver to the District all drawings, computer programs, computer input and output, analyses, plans, photographic images, tests, maps, surveys, and written materials of any kind generated in the r�