system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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expiration of this Agreement, all outstanding and unpaid amounts owed by Corio to Changepoint under this Agreement shall become immediately due and payable. Section 2.3 of this Agreement shall survive for the time period provided in such section. 12 SOURCE CODE ESCROW. 12.1 ESCROW ACCOUNT. Within sixty (60) days of the Effective Date, Changepoint agrees to execute an escrow agreement by and among Corio, Changepoint and a mutually acceptable escrow agent (the "ESCROW AGENT"). The Escrow Agent shall require Changepoint to place in an escrow account in Toronto a copy of the source code of the Software including all Updates and Upgrades thereto, documentation and similar materials (the "SOURCE CODE"). The escrow agreement shall contain, at a minimum, the terms and conditions set forth in this Section 12. Corio shall bear all fees, expenses and other charges to open and maintain such escrow account. If a Release Condition (as defined in Section 12.2 of this Agreement) occurs and the Escrow Agent provides the Source Code to Corio under the escrow agreement, Corio agrees to hold the Source Code in strict confidence, and not to use the Source Code for any purpose other than those purposes set forth under Section 12.3 of this Agreement. This 15 source code escrow shall survive any termination or expiration of this Agreement for the remaining term of any contracts Corio has with such Customers to continue providing the Corio Services. 12.2 RELEASE. Corio shall notify Changepoint in writing if it believes that one of the following events (the "RELEASE CONDITIONS") has occurred and that it intends to seek release of the Source Code from the escrow account: (i) Changepoint's dissolution or ceasing to do business in the normal course, except as a result or a merger, amalgamation or sale of all or a substantial part of the assets of Changepoint, or (ii) Changepoint's repeated and material breach of Changepoint's Software Support and Maintenance obligations defined under Section 5 of this Agreement and EXHIBIT C pertaining to the correction of programming errors and such breach is not cured within sixty (60) days of receipt of written notice thereof from Corio. If Changepoint notifies Corio in writing that it disputes whether any such event has occurred, officers of each of the parties shall negotiate for a period of ten (10) business days to attempt to resolve the dispute. At the end of such ten (10) business day period, if the parties have not resolved the dispute, the matter shall be referred to dispute resolution in the manner set forth in the escrow agreement and there shall be no release until the dispute is resolved. 12.3 LICENSE. Upon the release of the Source Code to Corio pursuant to Section 12.2 of this Agreement, Corio shall have a royalty-free, nonexclusive, nontransferable, right and license at its head office to use and modify the Source Code to support and maintain the Software until the expiration or termination of Corio's Customers' License Agreements for the Corio Services. The object code derived from the Source Code so modified shall be subject to the same rights and restrictions on use, reproduction and disclosure that are contained in this Agreement with respect to the Software. Corio shall not distribute, sell or sublicense the Source Code or use the Source Code to develop new products or for commercial purposes other than to support Customers of the Corio Services. Subject to the licenses expressly granted in this Agreement, Changepoint shall retain all right, title and interest in and to the Source Code. Corio may disclose the Source Code to a contractor(s) for the purposes set forth in this Section 12.3 provided that such contractor is not a direct or indirect competitor of Changepoint of any affiliate of Changepoint, and provided further that such contractor(s) agrees to maintain the Source Code in strict confidence and to use the Source Code only as expressly permitted under this Section 12. Access to the Source Code shall be on a need to know only basis and shall be retained by contractors only for so long as reasonably required for the purposes set forth in this Section 12. 13 SHARED RESOURCES. 13.1 OPERATIONS. To the extent not provided for within the Statement of Work, Changepoint shall provide Corio with access to Changepoint operations personnel as reasonably requested by Corio, subject to availability of such personnel and payment by Corio of Changepoint's standard fees at a twenty percent (20%) discount along with payment by Corio of reasonable travel and living expenses. These
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Extract the exact clause related to "Source Code Escrow" from the excerpt above.

assistant: Corio shall bear all fees, expenses and other charges to open and maintain such escrow account.