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r <br /> 7. Responsibilitx <br /> a. In performing any of its duties hereunder, Escrow Agent shall not incur any liability to anyone <br /> for any damages, losses, or expenses, except for failure to abide by the terms of this Escrow Agreement, and it shall <br /> accordingly not incur any such liability with respect to any good faith action taken or omitted in reliance upon any <br /> instrument, including any written notice or instruction provided for in this Escrow Agreement; not only as to its due <br /> execution and the validity and effectiveness of its provisions,but also as to the truth and accuracy of any information <br /> contained therein which the Escrow Agent shall in good faith believe to be genuine,to have been signed or presented <br /> by the proper person,and to conform to the provisions of this Escrow Agreement. <br /> b. Licensor hereby agrees to indemnify and hold harmless the Escrow Agent from and against any <br /> and all losses,claims,damages, liabilities, and expenses; including the reasonable costs of investigation and counsel's <br /> fees and disbursement; including counsel's fees and disbursements on appeal if applicable, which may be imposed <br /> upon Escrow Agent in connection with proper performance of its duties hereunder; and including any and all <br /> litigation arising from this Escrow Agreement or involving the subject matter hereof. <br /> c. In the event of a dispute between any of the parties hereto sufficient in the discretion of the <br /> Escrow Agent to justify its doing so, Escrow Agent is entitled to tender into the Registry of any court of competent <br /> jurisdiction all documents or items on deposit with Escrow Agent under this Escrow Agreement, together with such <br /> legal pleading as it deems appropriate and thereupon be discharged from all further duties and liabilities under this <br /> Escrow Agreement. Any such legal action may be brought in such court as the Escrow Agent shall determine to have <br /> jurisdiction thereof. <br /> d. Escrow Agent has made available to Licensor an inspection of the deposit facilities in which <br /> Escrow Agent shall keep the Source Code magnetic media to determine if a magnetic field is present which could <br /> possibly destroy the contents of the magnetic media. Licensor has determined that the inspection of the deposit <br /> facility is not necessary and that the Escrow Agent shall assume no liability for Source Code data destruction or <br /> alteration due to exposure to magnetic field or normal environmental conditions present in the Escrow Agent's <br /> deposit facility. <br /> 8. Con�dentialitv. Except as provided in this Escrow Agreement,Escrow Agent agrees that <br /> it shall not divulge or disclose or otherwise make available to any third person whatsoever, or make any use <br /> whatsoever,of the Source Code without the expressed prior written consent of Licensor. <br /> 9. Notices.All notices or other communications required or contemplated shall be in writing <br /> sent by certified mail, RETURN RECEIPT REQUESTED, addressed to the other party at the address indicated <br /> below,or as same may be changed from time to time by notice similarly given: <br /> a. If to Licensor: <br /> Dennis J. Wipper,Vice President/Finance <br /> HTE Public Safety-Illinois,Inc. <br /> 390 North Orange Avenue, Suite 2000 <br /> Orlando,FL 32801 <br /> b. If to Licensee: <br /> City of Decatur <br /> 1 Gary Anderson Plaza <br /> Decatur,IL 62523 <br /> c. If to Escrow Agent: <br /> Mr.L.A. Gornto,Jr., President <br /> Fideliry Escrow Corporation <br /> 149-F South Ridgewood Avenue <br /> Suite 400 <br /> Daytona Beach,FL 32114 <br />