The Escrow Agent may rely and act upon written instructions, instruments or signatures believed by the Escrow Agent in good faith to be genuine and may assume that any person purporting to give any written notice, respect, advice or instruction in connection with or relating to this Escrow Agreement has been duly authorized to do so. The Escrow Agent’s duties shall be determined with respect to this Agreement and applicable laws only, and the Escrow Agent is not charged with knowledge of or duties under any other document, including the License Agreement.
In consideration of performing its functions as Escrow Agent, the Escrow Agent shall be compensated as set forth on Exhibit C. The fees set forth on Exhibit C will be billed periodically by the Escrow Agent to:
(b) The fees set forth in Exhibit C are for ordinary services as escrow holder. In the event the Escrow Agent is required to incur any additional or extraordinary legal fees as a result of being escrow holder, including intervention in any litigation or proceeding, the Escrow Agent shall receive full compensation for any such reasonable legal fees that are documented to the Licensor and/or Licensee’s satisfaction.
Any dispute or controversy between Licensor and Licensee regarding the release of the Documentation shall be settled by arbitration to be held in the City of (insert city and state), in accordance with the rules of the American Arbitration Association.
Licensor and Licensee shall jointly select an arbitrator within 10 (ten) days following the giving of a counter-notice under Section 3(c) hereof. If during that 10 (ten) day period, Licensor and Licensee do not jointly select an arbitrator, then the arbitrator shall be administratively appointed by the (insert city and state) Regional Office of the American Arbitration Association, and neither the Licensor nor Licensee shall have the right to object to such appointment. Any arbitration pursuant to this Section 8 shall be conducted on an expedited basis and shall be binding upon Licensor and Licensee. Licensor and Licensee shall use their respective best efforts to conclude such arbitration within 45 (forty-five) days from the date an arbitrator is elected pursuant to this Section 8. The prevailing party in any arbitration pursuant to this Section 8 shall be entitled to recover from the other party all reasonable out-of-pocket expenses in connection with such arbitration including but not limited to the fees of the arbitrator, reasonable legal fees and disbursements and business-class travel and lodging expenses. Escrow Agent shall be entitled to fully rely upon the decision and rulings of such arbitrator.
9. ENTIRE AGREEMENT
This Escrow Agreement, including Exhibits A, B and C hereto, constitutes the entire agreement among the parties concerning the subject matter hereof and shall supersede all previous communications, representations, understandings and agreements, either oral or written among the parties. This Escrow Agreement is intended to be and shall be treated as an agreement separate and distinct from the License Agreement.
All notices required or permitted by this Escrow Agreement shall be sufficiently served by mailing the same by certified or registered mail, return receipt requested, to the parties at their respective addresses, as follows:
(a) Escrow Agent:
This Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.
12. GOVERNING LAW
This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of (insert state), without regard to its choice-of-laws or conflicts-of-law provisions.
In the event any of the provisions of this Escrow Agreement shall be held by a court of competent jurisdiction to be contrary to any state or federal law, the remaining provisions of this Escrow Agreement will remain in full force and effect.
The section headings in this Escrow Agreement do not form a part of it, but are for convenience only and shall not limit or affect the meaning of the provisions.
If in doubt as to its duties hereunder, Escrow Agent may consult with counsel of its choice.
Nothing in this Agreement shall impose on the Escrow Agent the duty to qualify to do business or act as fiduciary in any jurisdiction other than
IN WITNESS WHEREOF, the parties haveexecuted this Escrow Agreement on the date first above written.
As Escrow Agent: ______________________________________________________________
Name and title
As Licensor: ___________________________________________________________________
CERTIFICATE AS TO DEPOSIT OF ADDITIONAL SOURCE CODES
__________________________________________ (“Licensor”) hereby certifies to __________________________________________ (“Licensee) that Licensor has delivered to Escrow Agent on _________________________, 20__, to be held in escrow pursuant to the terms of the Escrow Agreement dated as of ____________________________, 20__, among Licensor, Licensee and Escrow Agent, one copy of each of the following Source Codes:
(Describe Source Codes)
Dated: ________________________________, 20__
as Licensor: ___________________________________________________________________
Name and title
[Insert Form of License Agreement per Introductory paragraph of Escrow Agreement]
Methods of Test for Paints - Part J10: Determination of Deposition Efficiency of Coating Powders
Sep 15, 1998
Instrumentation for Impact Test—Part 2: Photographic Instrumentation
May 1, 2001
Driver Hand Control Reach
Feb 1, 2007
Exterior Sound Level for Heavy Trucks and Buses
Feb 1, 1987
Windshield Defrosting Systems Performance Requirements - Trucks, Buses, and Multipurpose Vehicles.