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Organization for the Organization ' s use in satisfying the Organization ' s <br /> maintenance and support requirements . Therefore, the Consultant agrees that if <br /> an " Event of Default" occurs , then the Consultant shall promptly provide to the <br /> Organization one copy of the most current version of the Source Code for the <br /> affected Software and associated Documentation . <br /> (b } An Event of Default shall be deemed to have occurred if the Consultant : ( 1 ) <br /> ceases to market or make available maintenance or support Services for the <br /> Software during a period in which the Organization is entitled to receive or to <br /> purchase, or is receiving or purchasing, such maintenance and support and the <br /> Consultant has not promptly cured such failure despite the Organization ' s demand <br /> that the Consultant make available or perform such maintenance and support , (2 ) <br /> becomes insolvent, executes an assignment for the benefit of creditors , or <br /> becomes subject to bankruptcy or receivership proceedings , ( 3 ) ceases business <br /> operations generally or (4 ) has transferred all or substantially all of its assets or <br /> obligations set forth in this Agreement to a third party which has not assumed all <br /> of the obligations of the Consultant set forth in this Agreement . <br /> ( C ) The Consultant will promptly and continuously update and supplement the Source <br /> Code as necessary with all corrections, improvements , updates , releases , or other <br /> changes developed for the Software and Documentation . Such Source Code shall <br /> be in a form suitable for reproduction and use by computer and photocopy <br /> equipment, and shall consist of a full source language statement of the program or <br /> programs comprising the Software and available program maintenance <br /> Documentation which comprise the pre- coding detail design specifications , and <br /> all other available material necessary to allow a reasonably skilled programmer or <br /> access the Software without the assistance of the Consultant . <br /> ( d ) The governing License for the Software includes the right to use Source Code <br /> received under this Section as necessary to modify, maintain, and update the <br /> Software . <br /> ( e ) The Consultant will deposit in escrow with its Escrow Agent, Lincoln-Parry, <br /> Receiving Officer, Lincoln-Parry SoftEscrow Distribution Center, 114405 <br /> Schneider Road , Ottawa, Ontario K2K 1Y3 , a copy of the Source Code which <br /> corresponds to the most current version of the Software in use by the <br /> Organization . The Consultant' s entry into , or failure to enter into , an agreement <br /> with an escrow agent or to deposit the described materials in escrow shall not <br /> relieve the Consultant of its obligations to the Organization described in this <br /> Section . <br /> ( f') If, as a result of an Event of Default, the Consultant fails to provide required <br /> support services , then any periodic license fee which the Organization is required <br /> to pay under this Agreement for Software shall be reduced proportionately to <br /> reflect such lack of support services . At such time as the Consultant commences <br /> offering the support services described in this Agreement for Software, the <br /> Organization may , but is not obligated to , obtain such support Services as <br /> provided for in schedule D in this Agreement . <br /> 9 <br />