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. , • 1 `. . (a) Licensee shall be exclusively responsiblc for t6e supervision, management and control of its use of the Product, including without limitation: (1) assuring proper machine configuration, program installation, audit cou[mis and operating methods; (2) establis6ing adequate backup plans based on altemate procedures or on access to qualified programming or other personnel to diagnose and repair run-time problems; and (3) implementing sufficient procedums and checkpoinu to satisfy its requiroments for security and accuracy of input and output as well as restart end eecovery in the event of a malfunction. (b) Licensee shall take appropriate action with its employees, agents and coutractors, by agreement or otherwise, b satisfy iu obligations undu this Agreement with respect to use, copying, modification, protection and security of the Produd. (c) Licensee shall designate a representative to receive notices and communications from Liceusor related to this Agreeupent. (d) On any termination of t6is Agreement for any reason, Licensee shall deliver to Licensor all materials (including object programs, data files and written materials) futnis6ed by Licensor pecfaining to the Produot, and shall warrant in writing to Licensor that all copies of the ProduM in possession of Licensee, including both magnetic and written materials, have been destroyed without backup. 9. Fscrow. Licensor has deposited a copy of the saui�ce code for the Product and Licensor's program documentation, in the form of 5.25" and 3.5" high-density diskette files, to be placed into escrow with the following escrow agent ("Fscrow Agent"): Seiler and Company 1100 Mars6all Steeet Redwood City CA 94063 Licensor will take sups W insure that Licensee shall have the right, pursuant to the escrow agreement between Licensor and the Fscrow Agent and upon paymeat of any costs involved, to obtain a single copy of such source code and program documentation upon occurreoce of any of the following evenu: (a) Persistent failure or refusal, continuiag for a period of sixty (60) days after written demand by Licensee, by Liceusor W petform any of its obliga6oas under t6is Agreement, including but not limited to t6e continuance of the Program. (b) Discoaflnuauce of business by Liceosor because of bankn�ptcy (as evideaced by bankmpccy filing), receivership, dissolution or other form of permanent business disruption; provided that such business is not continued by a successor willing aad able to perform the obligarions of Licensor under this Agreement. (c) TLe death of Bruce Jacobs, who is the President of Licensor, unless Licensor is adequately able to continue W perform its obligaGoas under this Agreement through otLer qualified peisomel. (� Abandonwent by Licensor of attempts w market the Product for a period of one huodred eighty (180) days. If Licensor makes corrections or enhancements to the Product, Licensor shall deposit a capy of the updated or enhanced source code for the Product with the Fscrow Agent at lhe time suc6 co�rectioos or enhancements are made available to Licensee. 10. Breach. (a) For any breac6 of the provisions of Paragraphs 2, 7 or 8(b), Licensor shall have the right to terminate this Agreement, in addition to any other rights available to it, and W repossess the Product as described in Paragcaph 8(d).