56 SOFTWARE DOCUMENTATION Sample Clauses

56 SOFTWARE DOCUMENTATION. 20.1 Polygen agrees to maintain the Software source code in both human readable and machine readable form, and all releases, updates, revisions, improvements, add-ons, enhancements, and other changes thereto (hereinafter collectively referred to as "Software Documentation") in a secure off-site storage location and in the event that Polygen dissolves, ceases to do business in the normal course, becomes insolvent, makes an assignment for the benefit of creditors, or becomes a party voluntarily or involuntarily to any proceeding under the Bankruptcy Reform Act (excepting any proceeding under Chapter 11 of Title I of such Act), Polygen shall be obligated, on Customer's written demand, to transfer to Customer such Software Documentation for the sole purpose of enabling Customer to continue to use the Software without interruption, in accordance with this Agreement and for no other purpose whatsoever. 20.2 In the event of a transfer to Customer of the Software Documentation under the circumstances described above, the Customer shall continue to be bound by all of the terms and conditions of this Agreement, including, without limitation, the provisions of paragraphs 10.1, 10.2, and 10.3 hereof relating to the confidentiality of Polygen Proprietary Information. TAXES 21.1 Unless otherwise specifically stated on any invoices, the license fees payable to Polygen under the terms of this Agreement are net of and shall not be reduced by any use tax, sales tax, property tax imposed upon or with respect to this license, import tax, duty, export fee, withholding tax, gross receipts tax, turn-over tax, value-added tax, or other tax or charge of a like or similar nature, other than a tax upon Polygen's net business income, to which such license fee, Polygen or Customer shall be subject to under the laws or administrative practice of any governmental jurisdiction. Customer agrees to report and pay any such tax or charge imposed upon Customer or upon the license fees due Polygen hereunder to the appropriate governmental jurisdiction and to indemnify and hold Polygen harmless therefrom. Customer agrees to pay Polygen for any such tax or charge referred to above to which Polygen may become subject upon presentation of Polygen's invoice with respect thereto. ENFORCEMENT 22.1 The parties hereby agree that any and every controversy arising out of or relating to this Agreement, or any breach thereof, shall be subject to the exclusive jurisdiction of the United States District Cour...