Software Escrow 3-party agreement. English language Dutch law

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Software

Escrow

3-party

agreement

English language

Dutch law

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Location Amsterdam

Subject

Introduction to Softcrow’s escrow

Dear Sir/Madam,

Thank you for visiting our website and showing interest in our escrow service. In this accompanying letter we should like to explain the procedure for entering into an esc row arrangement. As you have seen, Softcrow makes provision in an objective and practical manner in an escrow arrangement for the uninterrupted use of your software. Our escrow agreement gives you the security (desired by the beneficiary) at minimal cost. In this way we can ensure the continuity necessary for uninterrupted business operations.

What next?

The next step is to submit the agreement for approval to the other contracting party. Any adjustments desired by you can be submitted to Softcrow. Once a ll parties have approved the final text, the agreement can be drawn up and signed.

Delivery of source code

After the agreement has been signed the source code must be delivered for deposit. What material should be included in the deposit is determined in the agreement. To support this step, Softcrow provides a well -designed deposit specification form. This form serves as a guideline for the delivery of the source code for deposit. On the basis of this form Softcrow carries out a pre -deposit check. It is also possible to have a random sample and/or a verification examination carried out.

Other important arrangements

We should also like to draw your attention to our other services, including Outsourcing Escrow, Business Continuity and B2B Trade Continuity. Identifying potential continuity risks is something which every business should do. Softcrow’s experts would be glad to assist you.

If you need a sounding board or practical support of any kind, we should be glad to assist you. We trust that we have made you enthusiastic about our escrow services and hope to have the pleasure of being of service to you in the future.

Yours faithfully, Management Board Softcrow bv

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Software

Escrow 3-party agreement

English language / Dutch law

The undersigned,

/.../, which has its seat in /.../, legally represented in this matter by /.../, hereinafter referred to as: the Beneficiary, and

/.../, which has its seat in /.../, legally represented in this matter by /.../, hereinafter referred to as: the Supplier, and

Softcrow B.V., which has its seat in 1101 BN Amsterdam – Hettenheuvelweg 8, legally represented in this matter by /…/, hereinafter referred to as: Softcrow,

whereas:

- the Supplier has granted the Beneficiary by licence agreement a non -exclusive licence to use the Software, and has provided documentation;

- the Supplier has reserved copyright to the Source -code version and the Software;

- the Supplier will carry out the Maintenance of the Software on the basis of a maintenance agreement for the benefit of the Beneficiary throughout the period of the use of the Software, in order to guarantee continuity of use of the Software;

- the Supplier and the Beneficiary recognise that the Beneficiary should, in certain circumstances, be able to have access to the Source-code version, but only in order to be able to guarantee continuity of use of and/or support for the Software;

- the Supplier does not wish to transfer the Source -code version to the Beneficiary outright;

- the Supplier and the Beneficiary have for this reason agreed, pursuant to the existing licence and maintenance agreement, to deposit the Source -code version with Softcrow;

- the Supplier and the Beneficiary, in these specific circumstances, now wish to record their future legal relations in such a way as to bind them henceforth;

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Art. 1. Definitions

1. Software: the (object-code) machine version of the software made available to the Beneficiary pursuant to the non-exclusive licence agreement, includin g the user documentation, as described/to be described in Appendix 1;

2. Source-code version: the Software in source -code described/to be described in Appendix 1 with all

materials which are needed for the installation and implementation, for the understa nding of the arrangement and the structure of the Software and/or of the database, and for the Maintenance of the Software, including: - a detailed description of the requisite hardware platform (make, type, configuration);

- the development platform (prog ramming language, 4gl, case tools, compilers, linkers etc.; - instructions for the use of the software in source code version;

- a detailed compilation script;

- all available functional and/or technical documentation; - any interfaces, conversion and migration programs; - a detailed statement of all installed software; and

- the third parties’ software in machine language necessary to do the Maintenance and/or to use the Software.

3. Source-code licence: the irrevocable non-exclusive right to use the Source-code version exclusively for the benefit of the Beneficiary in order to maintain, adjust, modify, enhance, expand and/or to renew the Software or to generate a new object-code version of the Software, to use the Software and to perform all acts which maybe useful or necessary for the exercise of this right;

4. Deposit: the taking into safekeeping in an S120DIS data safe of both the Source -code version and the Software by Softcrow;

5. Escrow: everything to be performed under the terms of this agreement;

6. Maintenance: maintaining, adjusting, modifying, enhancing, expanding and/or renewing the Software;

7. Inspection: a visual inspection by Softcrow to check the completeness of the Source -code version by reference to a description provided by the Suppl ier;

8. Random Check: a check of the readability of the carrier(s) on which the Source -code version is stored, carried out by Softcrow at the written request of the Beneficiary. For the purposes of the random check the Supplier shall grant Softcrow access to whatever files are selected by Softcrow.

9. Verification examination: the verification examination of the Source -code version to be instituted at the written request of the Beneficiary before the Deposit and to be carried out by an Auditor within the powers laid down in Article 5. The standard Verification examination is described in Appendix 1;

10. Auditor: an independent and impartial accountant/expert attached to the Dutch Order of Registered EDP Auditors (Nederlandse Orde van Register EDP Auditors - NOREA). The Code of Conduct and Professional Rules for Registered EDP Auditors shall apply (Gedrags - en Beroepsregels Register EDP Auditors).

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Art. 2. Deposit

1. At the Beneficiary's expense Softcrow shall make available the case required for the Depos it. The deposit case shall be made of metal and have an internal wooden lining that protects the contents from

electromagnetic radiation. The case shall remain Softcrow's property.

2. The Supplier hereby transfers ownership of the information carriers required for the Deposit to Softcrow, which transfer of ownership is hereby accepted by Softcrow.

3. The risk of loss of and/or damage to the Source -code version during transport shall be borne by the Supplier. After receipt of the Source -code version Softcrow shall immediately notify the Beneficiary and the Supplier in writing of such receipt.

4. In so far as third party software is provided for Deposit, the software in question shall be exclusively a reserve copy and it is clear to the Beneficiary and Soft crow that no further rights are granted by the Supplier. If the Beneficiary intends to use this third party software, it shall first conclude a licence agreement for this purpose with the supplier.

Art. 3. Inspection

1. If Beneficiary has not requested a Verification examination the Supplier shall at the request of the

Beneficiary, for the first time after the signing of this agreement, deliver the Source -code version to Softcrow for Deposit.

2. Prior to the Deposit, each Source -code version received from the Supplier shall be subjected to an Inspection.

3. If Softcrow establishes that the Source -code version consists of components specified by the Supplier, Softcrow shall seal the Source-code version after noting on it the date and time and shall plac e it in Deposit.

4. If it transpires that the Source-code version is not complete the Supplier shall arrange at its own expense for the missing parts or components of the Source -code version to be replaced and/or supplemented. A new Inspection will then take place.

Art. 4. Random Check

1. At the request of the Beneficiary Softcrow shall arrange for a Random Check to be carried out before the Source-code version is placed in Deposit. The parties hereby undertake in advance to cooperate in this check at such time.

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2. If the Random Check has been successfully completed and Softcrow establishes that the files on the carriers are digitally accessible, Softcrow shall seal the Source-code version after noting on it the date and time and place it in Deposit. A print-out or digital copy will be made of the list of contents of the files present on the relevant carrier. This print-out or digital copy will be made available to the Beneficiary.

3. If the Random Check is not successfully completed, the Supplier sh all arrange at its expense for replacement of the Source-code version. When the replacement Source -code version is supplied, a further Inspection and Random Check will be carried out at the expense of the Supplier.

Art. 5. Verification examination of So urce-code version

1. If the Beneficiary has requested a Verification examination Softcrow shall instruct the Auditor to carry out a Verification examination. The Supplier shall make available to the Auditor the Source -code version required for the Verification examination. The parties hereby undertake to cooperate in any such examinations. If the costs of the Verification examination are not included in the costs owed annually, the costs of the Verification examination shall be borne by the party requestin g the Verification examination.

2. Supplier hereby grants the Auditor the irrevocable right to: - make a back-up copy of the Source-code version; and

- load the Source-code version on a computer system in order to verify the Source -code version.

3. The Auditor shall be competent to examine:

whether a correct machine version as used by the Beneficiary can always be generated from the Source -code version (either with or without modifications);

- whether the Source-code version is suitable to be continuou sly and efficiently used by a party other than the Supplier to carry out the Maintenance, always assuming that such other party has sufficient expertise and the correct development environment;

- whether the Source-code version is free of computer viruses known at that time.

4. If it appears from the examination that the Source -code version is not suitable for generating the correct machine version of the Software or if it appears that the Source -code version is not complete or not suitable for the purpose of continuous and efficient Maintenance, the costs of the examination shall be borne by the Supplier. The Supplier shall in that case also bear the costs of replacing and/or supplementing the unusable Source-code version or the relevant parts of it. A new Verification examination shall then take place.

5. The instruction to the Auditor to verify the Source -code version shall also confer on the Auditor a power and a duty, in cases where the Source -code version proves suitable, to duplicate the digital comp onent of the Source-code version by recording it on an unwritten (magnetically/electronically accessible) information carrier. The information carrier(s) will be made available to the Auditor by the Supplier.

6. The Auditor will, after the Verification examination has been completed successfully, deliver the verified Source-code version and the version of the Software generated by the Verification examination in a sealed case to Softcrow for Deposit.

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Art. 6. Alterations to the Deposit

1. If alterations are made to the Software during the Deposit and are accepted by the Beneficiary, the Supplier shall, at the request of the Beneficiary, deliver the modified Source -code version to Softcrow on the first day of the next calendar quarter. No extra costs shal l be charged by Softcrow for taking a new Source -code version into Deposit once a quarter and carrying out the accompanying Inspection. A Random Check or a Verification examination shall be performed at the request of the Beneficiary.

2. If an altered Source-code version is deposited on two or more occasions, Softcrow shall return the previously deposited Source-code version to the Supplier. If a Verification examination was carried out, Softcrow shall return the verified Source -code version to the Supplier only after a new Verification examination has been carried out and the verified Source -code version has been delivered for Deposit.

3. The parties shall have the same rights and duties under this agreement in respect of subsequent deposits of the modified Source-code version as in respect of the original Source -code version.

Art. 7. Deposit Management (optional)

1. The Beneficiary wishes (does not wish) to make use of the possibility of Deposit Management. The provisions of article 7 (2-3) therefore apply (do not apply).

2. Softcrow shall request the Supplier monthly for information about any alterations to the Software. If it is found that the Software was altered in the preceding period Softcrow shall, in consultation with the Beneficiary and in accordance with the provisions of article 6, initiate a new deposit.

3. The Supplier shall be obliged to reply in writing to Softcrow's request for information within 5 working days of their receipt. Softcrow shall make available to the Beneficiary the writ ten reply of the Supplier pursuant to 2. In the absence of a written reply of the Supplier within the term referred to in 2, Softcrow shall inform the Beneficiary of this.

Art. 8. Deposit back-up

1. For the purposes of this agreement, a back -up shall mean a copy or reserve copy of the Source -code version. The Supplier shall keep available under its own control a back -up of the Source-code version(s) in Deposit.

2. If the release of a back-up is necessary in the course of performance of this agreement, the Supplier shall immediately make available to Softcrow, without charge, a copy of the back -up on information carriers supplied by Softcrow.

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Art. 9. Release and use

1. The Supplier hereby confers in advance on Softcrow the irrevocable right to relea se the Source-code version to the Beneficiary if one or more of the circumstances referred to in article 10 of this agreement occur.

2. The release by Softcrow shall be effected either by the handing over of the sealed case to the Beneficiary or by the handing over of a duplicate of the Source -code version made, at the expense of the Beneficiary, by the Auditor.

3. If the Source-code version has been released by Softcrow to the Beneficiary in accordance with the provisions of this agreement, the Supplier hereby grants the Beneficiary, besides the existing right to use the Software, for free the Source-code licence, which right is accepted by the Beneficiary.

4. In the case referred to at 3 of this article the Beneficiary shall also be entitled to contract out the Maintenance of the Software to a third party, provided that such third party assents in writing to the provisions of this agreement.

5. Pursuant to article 900 of Book 7 of the Dutch Civil Code the parties hereby record that, after the release of the Source-code version pursuant to this escrow agreement, they will have nothing further to claim from each other under the escrow agreement. The parties may not in any way subsequently dispute the release of the Source-code version or the (legal) relati onship applicable at that time, nor may they subsequently dispute in any way whatever and by whatever legal remedy the Source -code licence granted by the Supplier.

Art. 10. Conditions of release of the Deposit to the Beneficiary

Softcrow shall release the Source-code version to the Beneficiary if one or more of the following events occur:

(a) a request to this effect, signed by Supplier, has been submitted in writing; (b) the Supplier is declared bankrupt (faillissement);

(c) a suspension of payment of debts (provisional or otherwise) is requested by the Supplier (surséance van betaling) and the Beneficiary terminates the maintenance agreement;

(d) the Supplier is unable to perform its obligations under the maintenance agreement due to force majeure;

(e) the Supplier fails to perform one or more important obligations under the maintenance agreement, as a result of which the continuity of the computer system and/or the automated data processing (or part thereof) of the Beneficiary is or will be jeopardise d, and the Supplier remains in breach of this important obligation thirty days after being given written notice of default by the Beneficiary;

(f) the Supplier discontinues its business activities, or the Supplier will, whether at the end of the period for which the maintenance obligation was agreed or otherwise, no longer provide Maintenance for the Software as in use by the Beneficiary, or transfers these activities to a party whom the Beneficiary is unable, on specified and reasonable grounds, to approve in writing;

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(g) the Supplier modifies the Software in such a way that the use of the Software by the Beneficiary is seriously hampered or that the Beneficiary is obliged to switch to a new hardware platform and/or to make use of a new database;

(h) the Supplier participates or is actively involved in the development of business activities in competition with the business activities of the Beneficiary;

(i) the rates for maintenance and support are increased by the Supplier without the prior written consent of the Beneficiary and such increase exceeds that of the Services Producer Price Index for commercial services as published by Statistics Netherlands;

(j) the Supplier and/or the Software is/are acquired by a third party, and the Beneficiary is unable to a pprove such takeover on specified and reasonable grounds, or if such party does not perform in full the agreement(s) between the Supplier and the Beneficiary and/or the related agreements between the Supplier and third party suppliers that are necessary fo r the continued and uninterrupted use of the Software;

(k) the Supplier fails to perform one or more important obligations resulting from this agreement and/or the licence agreement and remains in breach of the important obligation thirty days after being given written notice of default.

Art. 11. Conditions of release of the Deposit to the Supplier

Softcrow shall release the Source -code version to the Supplier if:

(a) a request to this effect, signed by Beneficiary, has been submitted in writing;

(b) the Beneficiary is declared bankrupt (faillissement) and as a result the Supplier terminates the maintenance agreement;

(c) the Beneficiary rescinds the maintenance agreement, unless the rescission is a result of the Supplier failing to perform its obligations under the maintenance agreement and/or licence agreement;

(d) Beneficiary fails to perform one or more important obligations resulting from the maintenance

agreement and/or the licence agreement and remains in breach of the important obligation three months after being given written notice of default.

Art. 12. Release procedure Deposit

1. If the Supplier is declared bankrupt (faillissement), Softcrow shall immediately release the Source -code version to the Beneficiary, subject to the provisions of article 14.

2. If, without prejudice to the provisions of article 12 paragraph 1, one of the circumstances referred to in Articles 10 or 11 occurs in the opinion of the Beneficiary or the Supplier, and the such party believes that the release of the Source-code version is necessary as a result of such circumstance, this party shall

immediately request Softcrow in writing for release.

3. After receipt of the written request, Softcrow shall immediately notify the other party of this in writing. If the other party does not inform Softcrow and the requesting party of its objections and the reasons therefor by registered letter within five working days of receipt of this notification, Softcrow shall release the Source -code version to the requesting party, subje ct to the provisions of article 14.

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Art. 13. Dispute resolution

1. If the Supplier or the Beneficiary objects to co -operating in the granting of the request for release in accordance with the manner referred to in article 12, paragraphs 2 and 3, it may have the reason for the request for release reviewed by means of dispute resolution by the Stichting Geschillenoplossing

Automatisering (Foundation for the Settlement of Automation Disputes) in Haarlem, except in the

circumstances referred to in article 10, paragraph (b), (c) and (d). The ICT-mediation Rules of this Foundation shall apply in this connection.

2. If the parties have not reached a settlement agreement within three weeks of starting the ICT -mediation procedure, or if the parties do not have th e reason for the request for release reviewed under article 13.1 by means of dispute resolution on the basis of the ICT -mediation Rules, they shall arrange for the dispute to be determined in accordance with the procedure for Summary Arbitration Proceeding s under the Arbitration Rules of the same Foundation. The award made by the Stichting Geschillenoplossing Automatisering (Foundation for the Settlement of Automation Disputes) is binding for the purpose of this agreement.

3. The rules referred to at 1 and 2 shall be available for inspection at Softcrow's premises. If one of the parties uses the procedure referred to in the previous paragraphs, it shall notify Softcrow hereof in writing. During such procedure(s), Softcrow shall not deliver the Source -code version.

Art. 14. Safekeeping after release

1. To provide for the eventuality that the Deposit is released and that the escrow agreement is therefore terminated in accordance with the provisions of article 20 paragraph 6, the Beneficiary hereby declares in advance that he will not claim the Source -code version from Softcrow and requests Softcrow instead to retain the Source-code version in its safekeeping, which Softcrow hereby agrees to do.

2. The Beneficiary hereby declares in advance that he will req uest Softcrow to deliver the Source-code version only if this is necessary in order to guarantee the Maintenance for the Software. Softcrow shall release the Source-code version to the Beneficiary on mere receipt of a single written communication from the Beneficiary to Softcrow that the release of the Source -code version is necessary for the Maintenance of the Software. If the release is initiated by the Supplier, subject to the provisions of article 11, paragraph b, the Supplier hereby declares in advance that it agrees that release by Softcrow will not occur until after the bankruptcy judgement becomes final. The costs of safekeeping shall be borne by the party who is either entitled to the release of the Source -code version or who has requested release o f the Source-code version.

Art. 15. Warranties

1. Softcrow shall keep the Source-code version during the Deposit in a fireproof and secure place and declares that it will devote the utmost care to ensuring that the information carriers on which the Sou rce-code version is deposited are kept safely and adequately and will release the same only on the conditions of this agreement.

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2. The Supplier warrants that it is entitled to all rights of intellectual property to the Software (and hence to the Source-code version) or that it is competent to conclude this agreement on behalf of the person legally entitled and that the Source-code version as deposited with Softcrow (expressly including any alteration) is suitable for the Maintenance of the Software by a th ird party, on condition that sufficient expertise and the correct development environment are used.

Art. 16. Secrecy

1. Each of the parties undertakes to observe secrecy with regard to all information about and knowledge of the business affairs of the other party to this agreement that come to its attention when this agreement comes into being and/or during its implementation.

2. The Beneficiary warrants that after the Source -code version has been released by Softcrow this version will be accessible only to the Beneficiary and will not be given to any other party for inspection, except in so far as necessary for the Maintenance of the Software.

Art. 17. Liability and indemnification

1. The total liability of Softcrow for a breach of contract imputab le to it shall be limited to reimbursement of direct damage, subject to a maximum of € 550,000 (five hundred and fifty thousand euro). The liability of Softcrow for indirect damage, including consequential loss and damage, loss of profit and damage due to interruption of business operations, is excluded.

2. The party requesting Softcrow for the release of the Source -code version shall indemnify Softcrow against claims which the other party and/or third parties may make against Softcrow, unless the claim is the result of a failure imputable to Softcrow.

3. Supplier shall indemnify each of the other parties against every claim by third parties with regard to any right or any power in respect of the Source -code version granted by it under this agreement.

Art. 18. Deposit fee

1. For taking the Sourcecode version into safekeeping a fee shall be payable of € 700 (excluding value -added tax). If a Verification examination is carried out, the fee owed shall be € 1,800 (excluding value --added tax). This fee shall be paid by the Supplier/Beneficiary.

2. Softcrow shall be owed an annual fee, payable in advance, of € --- (excluding value-added tax) for keeping and holding the Source -code version in Deposit. The cost of an annual Verification examination are/are not included. The costs of the Verification examination are based on the standard Verification examination as described in Appendix 1, and on the Supplier's specification that a maximum of ... hours will be needed to carry out the agreed Verification examina tion. If it transpires that more time is needed for the Verification examination than ... hours, Softcrow shall be entitled to adjust the annual fee on a pro rata basis.

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The travelling time and travelling expenses to be incurred by the Auditor shall be bor ne by the Supplier/Beneficiary.

3. A fee of € 400 exclusive of VAT, is owed to Softcrow for a Random Check. These costs are based on the expectation that a maximum of 4 hours will be needed for the check. If it transpires that more time is needed for the Random Check than 4 hours, Softcrow will be entitled to adjust the fee on a pro rata basis. The travelling time and travelling expenses to be incurred by Softcrow shall be borne by the Beneficiary.

4. The costs of Deposit Management (optional) are € 80.50 a calendar quarter, excluding va lue-added tax (BTW ), and are payable in advance.

Art. 19. Adjustments of costs

1. Softcrow shall be entitled to adjust annually on 1 January the fees recorded in article 18 based on price index ‘Consumer Price Index – All Housholds’ as determined by the Statistics Netherlands. The deposit fee revised in this way shall never, however, be less than the level of the preceding year.

2. Softcrow shall be entitled every two years, for the first time on 1 January 2014, to review the fees owed pursuant to article 18 on the basis of market and service trends. Softcrow shall supply a quotation for this purpose to the Beneficiary. If the Beneficiary does not wish to accept the offer made by Softcrow it shall be entitled to terminate the escrow agreement with Softc row as of the due date.

Art. 20. Duration

1. This agreement shall start on the day of signature by the parties and shall last, subject to the provisions of article 20.2, for as long as the Beneficiary uses the Software.

2. The agreement may, subject to a period of three months’ notice before the expiry of the period for which the Deposit fee has been charged and was paid to Softcrow, be terminated by the Beneficiary and the Supplier by means of a registered letter to Softcrow, in which both declare tha t they wish to end the escrow.

3. The agreement may be terminated with immediate effect and without notice of default or judicial intervention being required:

(a) by the Beneficiary and the Supplier together if Softcrow has been declared bankrupt;

(b) by Softcrow if the fee referred to in article 18 has not been paid or has not been paid in time and neither the Supplier nor the Beneficiary has paid the fee within a reasonable period as specified in a written notice of default given by Softcrow.

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4. After the agreement has been terminated in the manner referred to in paragraph 2 and paragraph 3(b), Softcrow shall destroy the Source -code version. Softcrow shall sent confirmation of the destruction of the Source-code version to the Supplier at the last known address. The destruction of the Source -code version does not have any influence on the obligation of either the Beneficiary or the Supplier to pay the cost(s) referred to in article 18. If the agreement is terminated in the manner referred to in paragraph 3(a), Softcrow shall release the Source-code version to a third party jointly designated by the Beneficiary and the Supplier.

5. When this agreement is terminated, Softcrow shall not be obliged to refund the fee(s) paid to it.

6. The agreement shall also terminate after the Source-code version has been released by Softcrow to the Beneficiary or the Supplier in accordance with the provisions of this agreement.

Art. 21. Undertakings

1. The Supplier undertakes to transfer its rights to the Software to t hird parties only after giving written notice to the Beneficiary and Softcrow and to ensure that the provisions of this agreement and of the licence

agreement form part of any transfer of the rights to the Software to third parties.

Art. 22. Choice of law and forum

1. This agreement shall be governed by Dutch law.

2. Any disputes between the parties in respect of this agreement shall be referred to the competent court in the district of Amsterdam.

3. If any provision of this agreement should prove to be invalid, the other provisions shall remain in force.

Art. 23. General

1. The general conditions of delivery and payment of the Supplier and of the Beneficiary respectively or any other general or special conditions shall not apply.

2. The Appendices to this agreement shall form part of this agreement. In the event of an inconsistency between the provisions of this agreement and the contents of the appendices, the text of this agreement shall prevail unless expressly provided otherwise.

3. If the content of the licence and/or maintenance agreement differs from the content of this agreement, the provisions of this agreement shall prevail.

4. Notices given by the parties to one another under this agreement shall be in writing. Oral statements, undertakings or arrangements shall not be valid in law.

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5. A failure by one of the parties to require performance of any provision within a period specified in the agreement shall not affect the right subsequently to demand performance, unless the relevant party has expressly assented in writing to the non -performance.

6. All costs of a judicial or extra-judicial nature, including costs of legal assistance, which any party incurs as a result of the non-performance of this agreement by one of the other parties sh all be borne by the party in default.

7. This agreement consists of ten pages and one appendix.

Signature Supplier Date: Name: Beneficiary Date: Name: Softcrow B.V. Date: Name:

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List of Appendices

Appendix 1 - Description of the Software

- Description of the Source-code version

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Appendix 1 – Description of standard Verification examination

In the case of the standard examination the Software source code is loaded in the development envir onment as used by the Supplier and the Software is compiled in the presence of an Auditor engaged by Softcrow. The Verification examination is carried out within an insulated environment. An insulated environment is a stand-alone environment in which the p rocess of the Verification examination can be conducted in a manner capable of being monitored and measured by the Auditor.

At the discretion of the Beneficiary, the examination may be performed: within the environment of the Beneficiary, or

within the environment of the Supplier.

The Beneficiary may opt for:

a bare environment in which all software has yet to be installed, or for a wholly or partially pre-installed environment.

In the case of a pre-installed environment, the Supplier is expected to prov ide a detailed description of the environment and its parametrisation.

Depending on whether or not the development components are freely obtainable in the trade, it may be desirable or necessary for a reserve copy of this development environment to be dep osited too.

The Beneficiary is primarily responsible for determining whether the software generated during the Verification examination corresponds with the Software used by it in the course of production.

The Beneficiary may for this purpose also reques t Softcrow to extend the verification engagement of the Auditor to include establishing correspondence with the production environment. To establish

correspondence with the production environment, a choice may, in principle, be made between a binary comparison,

a file-level comparison (presence and size), and/or a functional comparison.

The most suitable method or combination of methods must be decided by the parties in mutual consultation.

In the case of the standard examination the Auditor only checks fo r the presence of technical documentation and does not therefore examine or make any pronouncements about the quality and completeness of this documentation.

In the case of the standard examination, the Auditor only checks whether the production software can be compiled. The Auditor does not examine and therefore makes no pronouncements about the maintainability of the Software.

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The Supplier delivers the requisite information carriers on the instructions of Softcrow. The costs incurred in this connection are borne by the Supplier.

Prior to the Verification examination the Beneficiary is entitled:

to adjust, on the basis of the powers of the Auditor under Article 5.3, the scope of the engagement for the Verification examination;

to request the Auditor to make an extra copy of the version of the Software generated during the Verification examination exclusively in order in this way to establish the correspondence with t he Software installed on the Beneficiary’s system.

As regards the delivery of third party software which has been installed or is required for the Verification examination, it should be very emphatically noted that the software in question is exclusively a back-up copy and that it is clear to both the Beneficiary and Softcrow that no rights whatever are granted by the Supplier. If the Beneficiary intends to use this third party software, it must conclude a licence agreement for this purpose with the supplier before using the relevant software.

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