Escrow Materials. Within 30 days following the Effective Date, the parties shall put in place a mutually acceptable escrow agreement pursuant to which Vert shall place in escrow with Fort ▇▇▇▇ or other escrow agent mutually agreeable to the parties (the "Escrow Agent") true and complete copies of the Source Code for the Products (including, with respect to Trade Secret Modules, either the Source Code for such Trade Secret Modules or their corresponding API Documentation, with the understanding that Vert may remove the Source Code for any Trade Secret Module from escrow at the time it places its corresponding API Documentation into escrow) owned by VNI or any of the VNI Subsidiaries and existing as of the Effective Date. Promptly following the date on which any other Product, Update or Enhancement owned by VNI or any the VNI Subsidiaries becomes generally available, or any Vert-Owned Deliverable is provided to Converge under the Professional Services Agreement, but in any event at least once per calendar quarter, Vert shall deliver to the Escrow Agent the Source Code for such other Products, Updates, Enhancements and Vert-Owned Deliverables (including, with respect to Trade Secret Modules, either the Source Code for such Trade Secret Modules or their corresponding API Documentation, with the understanding that Vert may remove the Source Code for any Trade Secret Module from escrow at the time it places its corresponding API Documentation into escrow). All of the foregoing materials delivered by Vert to the Escrow Agent are referred to herein as the "Escrow Materials."
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Escrow Materials. Within 30 days following Vert has delivered to the Effective DateEscrow Agent, the parties shall put to be held in place a mutually acceptable escrow agreement pursuant to which Vert shall place in escrow with Fort ▇▇▇▇ or other escrow agent mutually agreeable to the parties (the "Escrow Agent") Agreement, true and complete copies of the Source Code for the Initial Deployed Products (including, with respect to Trade Secret Modules, either the Source Code for such Trade Secret Modules or their corresponding API Documentation, with the understanding that Vert may remove the Source Code for any Trade Secret Module from escrow at the time it places its corresponding API Documentation into escrow, but excluding the Source Code for the Structured Negotiations Product) owned by VNI or any of the VNI Subsidiaries and existing as of the Effective Date. Promptly following the date on which any other Product, Update or Enhancement Product owned by VNI or any the VNI Subsidiaries becomes a Deployed Product under this Agreement, or an Enhancement or Maintenance Update for a Deployed Product becomes generally available, or any Vert-Owned Deliverable is provided to Converge under the Professional Services Agreement, but in any event at least once per calendar quarter, Vert shall deliver to the Escrow Agent the Source Code for such other Deployed Products, Updates, Enhancements and Vert-Owned Deliverables Maintenance Updates (including, with respect to Trade Secret Modules, either the Source Code for such Trade Secret Modules or their corresponding API Documentation, with the understanding that Vert may remove the Source Code for any Trade Secret Module from escrow at the time it places its corresponding API Documentation into escrow)) to be held in escrow pursuant to the provisions of the Escrow Agreement. All of the foregoing materials delivered by Vert to the Escrow Agent are referred to herein as the "Escrow Materials."
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