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EXHIBIT F FORM OF ESCROW AGREEMENT 1 Account Number This Agreement is effective , 19 among Data Securities International, Inc. ("DSI" or"Escrow AgenY'), the City of ("CITY" or"Preferred Beneficiary") and Lucent Technologies Inc. ("Lucent" or"Depositor"), who collectively may be referred to in this Agreement as"the parties." A. Lucent and CITY have entered or will enter into software subcontract, license, marketing, development, and other agreement(s) regarding certain proprietary technology related to LucenYs Palladium�software(referred to in this Agreement as the"Software Agreement(s)"). B. Lucent and CITY desire to avoid disclosure of the proprietary technology and the terms of the Software Agreement(s), except under certain limited circumstances. C. The availability of Lucent's proprietary technology is critical to CITY in the conduct of its business and, therefore, CITY desires access to the proprietary technology under certain limited circumstances. D. Lucent and CITY desire to establish an escrow with DSI to provide for the retention, administration and controlled access of certain proprietary technology materials of Lucent, CITY or both. E. The parties desire this Agreement to be supplementary to the Software Agreement(s) pursuant to 11 United States Code, Section 365(n). ARTICLE 1 —DEPOSITS 1.1 Obligation to Make Deposit. Lucent shall deliver to DSI the Software Source Code, Object Code, documentation and other proprietary materials as required by the Software Agreement(s), together with Exhibit A to this Agreement. DSI shall have no obligation with respect to the preparation, signing or delive.ry of Exhibit A. 1.2 Identification of Tangible Media. Prior to the delivery of the Software to DSI, Lucent shall conspicuously label for identification each document, magnetic tape, disk, or other tangible media upon which Software is written or stored. Additionally, Lucent shall complete Exhibit B to this Agreement by listing each such tangible media by the item label description, the type of inedia and the quantity. Exhibit B must be signed by Lucent and delivered to DSI with the Software. Unless and until Lucent makes the initial deposit with DSI, DSI shall have no obligation with respect to this Agreement, except the obfigation to notify parties regarding the status of the deposit account as required in Section 2.2 below. 1.3 Deposit Inspection. When DSI receives the Software and Exhibit B, DSI will conduct a deposit inspection by visually matching the labeling of the tangible media containing the Software to the item descriptions and quantity listed on Exhibit B. In addition to the deposit inspection, CITY may elect to cause a verification of the Software in accordance with Section 1.6 below. 1.4 Acceptance of Deposit. At completion of the deposit inspection. If DSI determines that the labeling of the tangible media matches the item descriptions and quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy thereof to Lucent and CITY. If DSI determines that the iabeling does not match the item descriptions or quantity on Exhibit B, DSI will (a) note the discrepancies in writing on Exhibit B; (b) date and sign Exhibit B with the exceptions noted; and (c) provide a copy of Exhibit B to Lucent and CITY. DSI's acceptance of the deposit occurs upon the signing of Exhibit B by DSI. Delivery of the signed Exhibit B to CITY is CITY's notice that the Software has been received and accepted by DSI. 1 _ ____ _._ _