MB-SP - Beneficiary Registration Form_AZ State Parks Escrow signed Tyler (1) (2).pdf

Beneficiary Registration Form

US eDirect Inc 12688 MB-SP Owner Company Name Escrow Number

Arizona State Parks and Trails Kevin Brock Beneficiary Company Name Main Contact

1110 W. Washington Street, Suite 100 602-542-2138 Address Line 1 Telephone

Address Line 2 Facsimile

Phoenix, AZ 85007 kbrock@azstateparks.gov City, State, Zip Code e-mail Address

US

Country

This Beneficiary Registration Form applies to the above-identified Escrow and the Software Escrow Agreement dated ___04/28/2008___________(MM/DD/YYYY) to which Owner and EscrowTech International, Inc. (“EscrowTech”) are parties (the “Escrow Agreement”).

Owner and Beneficiary have entered into one or more other agreements identified below:

Contract No. CTR057864 Arizona State Parks & Trails Reservation, Point of Sales, Website and Call Center License Agreement

Such agreement(s) (including addendums or amendments thereto, if any) is (are) referred to in the Escrow Agreement as the “License Agreement.”

The following Software Products are licensed to Beneficiary pursuant to the License Agreement and Beneficiary is registered under the Escrow Agreement for these Software Products only:

Recreation Dynamics Software Product No. 1

Software Product No. 2

Software Product No. 3

Beneficiary has received and reviewed a copy of the Escrow Agreement. Beneficiary agrees to the terms and conditions of the Escrow Agreement and is hereby made a Party thereto. Beneficiary is entitled to the rights and benefits of a “Beneficiary” under the Escrow Agreement and accepts the obligations of a “Beneficiary” under the Escrow Agreement.

Appendix 1, attached hereto, is part of this Beneficiary Registration Form and describes the Release Condition and Permitted Use applicable to the Beneficiary under the Escrow Agreement.

Commented [YM1]: Escrow agreement between Escrowtech and US eDirect which will be modified and updated to show that all Beneficiary’s fees/costs will be US eDirect responsibility.

Exhibit K

Agreed to and accepted by Owner and Beneficiary:

___04/28/2008___________( Date of Beneficiary Registration

US eDirect Inc Arizona State Parks & Trails Owner Company Name Beneficiary Company Name

Authorized Signature Authorized Signature

Sascha Ohler Kevin Brock Name Name

Sr. Vice President Assistant Director/Chief Financial Officer Title Title

This Beneficiary Registration must be sent to EscrowTech International, Inc.

EscrowTech Authorized Signature Date Received

Commented [YM2]: Escrow agreement between Escrowtech and US eDirect which will be modified and updated to show that all Beneficiary’s fees/costs will be US eDirect responsibility.

Appendix 1

1. RELEASE CONDITION:

The Release Condition shall be deemed to have occurred if:

1. Owner discontinues business because of insolvency or bankruptcy, and no successor assumes Owner’s Software maintenance obligations under the License Agreement.

2. Owner’s (or its successor) inability or unwillingness to provide maintenance services as required by the License Agreement; or, if Owner ceases maintenance and support of Owner’s Software in accordance with the License Agreement.

2. PERMITTED USE OF RELEASED DEPOSIT MATERIALS:

The following apply to Deposit Materials released to Beneficiary in accordance with the Software Escrow Agreement:

a) Beneficiary may only use the Deposit Materials to maintain, modify and enhance the Software. The maintained, modified and enhanced Software may only be used in accordance with the License Agreement.

b) Beneficiary may not disclose the Deposit Materials to any third party and shall keep the Deposit Materials confidential, except as provided below.

c) Beneficiary may engage the services of independent contractors (e.g., computer programmers or an outsourced maintenance service) to assist Beneficiary in exercising its Permitted Use rights. Each such independent contractor must agree in writing that it/he/she will not disclose or transfer the Deposit Materials to any other person and will not use the Deposit Materials for any purpose other than to assist Beneficiary in exercising its Permitted Use rights. These restrictions shall not limit or negate the rights, if any, of the independent contractor with respect to materials that are similar or identical to the Deposit Materials and are lawfully received by the independent contractor from a source other than Beneficiary (e.g., a maintenance service that receives similar or identical materials from other beneficiaries or licensees).

d) Items a., b. and c. above are subject to such additional rights or limitations as may be set forth in a provision, if any, in the License Agreement which addresses use of the released Deposit Materials by Beneficiary.

The Permitted Use is a fully paid-up license and may not be revoked, terminated or rejected without Beneficiary’s written consent. This Permitted Use license also includes the right to use and copy the binary, executable and object code versions of the Software and the maintained, modified and enhanced versions of Software created from or with the Deposit Materials.

3. TERMINATION OF REGISTRATION – TERMINATION CONDITIONS

(see Subsection 16(b) of the Software Escrow Agreement)

In addition to other grounds for termination under Section 16 or 17, Beneficiary’s Registration will terminate if any of the following termination conditions is satisfied:

1. The License Agreement terminates; or

2. The License terminates; or

3. Owner’s obligations to provide maintenance and support services to Beneficiary for the Software have ended.

Appendix 2 Additional Contacts

1. General Counsel Contact

Tyler Technologies Inc John Kratofil Attorney Company Name Counsel Contact

7701 College Blvd 913-754-7001

Address Line 2

Overland Park, KS 66210 John.Kratofil@tylertech.com City, State, Zip Code e-mail Address

US

Country

2. Billing Contact

US eDirect Inc Melonie Kolega Beneficiary Company Name Billing Contact

99 Powerhouse Rd Suite 207 516-767-2431

Address Line 2 Facsimile

Roslyn Heights, NY 11577 accounting@usedirect.com City, State, Zip Code e-mail Address

US

Country

Appendix 3 Additional Services

Services Description of Services Fees Payor

Level 1 File Listing Verification Report

In addition to the Confirmation Receipt of Deposit and Standard Inspection of Deposit Materials, EscrowTech will send to Beneficiary a File Listing Verification Report. The File Listing Verification Report includes a file listing, a file classification table, Cryptographic hash function (MD5) for each file, a virus scan outputs, and a Deposit Inventory Form.

The annual fee includes this service to be performed on up to four Deposits per year. A fee of $100 USD will be charged to perform this service on each Deposit to the escrow in excess of four. This service can only be performed on Deposit Materials that are readable on a PC running Windows.

$595 per year Owner, or Beneficiary

Level 2 Technical Verification

– Deposit Analysis

In addition to the File Listing Verification Report, EscrowTech will perform an analysis of the Build Instructions included with the Deposit Materials. The report will identify the hardware, operating system, programming languages, third party software, and library dependencies. The Owner will be required to complete a Technical Verification Questionnaire to complete the Deposit Analysis.

$1095 per Analysis

Owner, or Beneficiary

Level 3 Technical Verification

– Build and Compile

EscrowTech will perform a Technical Verification on deposit and any subsequent deposits upon request, which includes the outputs of the Technical Verification – Deposit Analysis as described above.

EscrowTech will compile the source code in Deposit Materials and will build an executable program following build instructions and configuration information from the Owner (with respect to programs that are not compiled into executable programs in normal operations, EscrowTech will then test that the interpreted code operates). The development environment included in the Deposit Materials will be used by EscrowTech for this purpose. Owner must provide the programming documentation, build and compile instructions, and any other materials, resources, equipment, or tools needed by EscrowTech to enable or facilitate the technical verification.

The Parties and EscrowTech will agree on a custom Technical Verification Addendum prior to start of fulfillment.

Starting at $2995 per verification or based on Technical Verification Addendum

Owner, or Beneficiary

Level 4 Technical Verification

– Binary Comparison

Per the Technical Verification Addendum, EscrowTech will compare and analyze the files and executables against those being used by the Beneficiary. The comparison will include a file size match and an md5/sha1 checksum.

Based on Technical Verification Addendum

Owner, or Beneficiary

Level 5 Technical Verification

– Test Plan

Per the Technical Verification Addendum, EscrowTech will install the executables on a target computer and will test the program for functionality following the steps agreed upon by the Owner and Beneficiary.

Based on Technical Verification Addendum

Owner, or Beneficiary

Commented [YM3]: It looks like this service is included in level

Commented [YM4]: These look like additional services that can be requested and are not being provided at this time.

Commented [YM5]: These look like additional services that can be requested and are not being provided at this time.

Commented [YM6]: These look like additional services that can be requested and are not being provided at this time.

Appendix 4 Special Conditions

[Intentionally left blank.]