Common use of Access to Source Code Clause in Contracts

Access to Source Code. Hyland shall provide the Licensees with source code for the Licensed Check Products for the specified and limited use (i) of complying with terms for source code escrow deposit that Licensees may be required to perform as a condition of an agreement with its remarketers, dealers or customers, in which case Licensees shall submit the proposed source code escrow deposit agreement to Hyland for review and approval, which approval will not be unreasonably withheld; and (ii) for any purpose to support the rights granted to Licensees under this Agreement including but not limited to (a) the development of Licensees' applications or third party applications for integration with the Licensed Check Products, or (b) for the development of revisions, upgrades or enhancements to the Licensed Check Products. Licensees agree that they will negotiate in good faith to protect ▇▇▇▇▇▇'▇ rights in each source code escrow agreement they are required to enter into with any of its Accounts. Licensees shall protect and keep confidential any Hyland source code Licensees may obtain under this Section. In no event shall any Hyland source code be provided to remarketers, dealers or customers of the Licensees. Additionally, the Licensees shall have the right to possess, access, and use the source code version of the Licensed Check Products for the specific and limited purposes and under the terms and conditions of this Agreement in the event of (i) the discontinuance of business activities by Hyland for a continuous period of thirty (30) days, (ii) a material breach of performance by Hyland regarding its obligations to Licensees under Section 5 of this Agreement, where such material breach is uncorrected after thirty (30) days from receipt of notice of breach from Licensees by Hyland, (iii) the entry of an order for relief against Hyland in federal bankruptcy proceedings, or (iv) the filing of involuntary bankruptcy proceedings against Hyland where such proceedings are not dismissed or otherwise disposed of within ninety (90) days from date of filing. Hyland shall, on a schedule to be agreed upon by Hyland and Licensees' designated relationship manager, update the source code in its possession to keep it current with the then current version of the Licensed Check Products. Hyland, may in its discretion, and upon terms and conditions it deems necessary to protect its ownership interests in and to its intellectual property, provide Licensees, as needed on a case-by-case basis, limited and restricted access to the source code for other ▇▇▇▇▇▇ OnBase products. Nothing in this Section or this Agreement shall be construed to imply or grant to Licensees any right to the access or use of Hyland source code other than for the specific purposes stated herein.

Access to Source Code. Hyland shall provide the Licensees with source code for the Licensed Check Products for the specified and limited use (i) of complying with terms for source code escrow deposit that Licensees may be required to perform as a condition of an agreement with its remarketers, dealers or customers, in which case Licensees shall submit the proposed source code escrow deposit agreement to Hyland for review and approval, which approval will not be unreasonably withheld; and (ii) for any purpose to support the rights granted to Licensees under this Agreement including but not limited to (a) the development of Licensees' applications or third party applications for integration with the Licensed Check Products, or (b) for the development of revisions, upgrades or enhancements to the Licensed Check Products. Licensees agree that they will negotiate in good faith to protect ▇▇▇▇▇▇'▇ rights in each source code escrow agreement they are required to enter into with any of its Accounts. Licensees shall protect and keep confidential any Hyland source code Licensees may obtain under this Section. In no event shall any Hyland source code be provided to remarketers, dealers or customers of the Licensees. Additionally, the Licensees shall have the right to possess, access, and use the source code version of the Licensed Check Products for the specific and limited purposes and under the terms and conditions of this Agreement in the event of (i) the discontinuance of business activities by Hyland for a continuous period of thirty (30) days, (ii) a material breach of performance by Hyland regarding its obligations to Licensees under Section 5 of this Agreement, where such material breach is uncorrected after thirty (30) days from receipt of notice of breach from Licensees by Hyland, (iii) the entry of an order for relief against Hyland in federal bankruptcy proceedings, or (iv) the filing of involuntary bankruptcy proceedings against Hyland where such proceedings are not dismissed or otherwise disposed of within ninety (90) days from date of filing. Hyland shall, on a schedule to be agreed upon by Hyland and Licensees' designated relationship manager, update the source code in its possession to keep it current with the then current version of the Licensed Check Products. Hyland, may in its discretion, and upon terms and conditions it deems necessary to protect its ownership interests in and to its intellectual property, provide Licensees, as needed on a case-by-case basis, limited and restricted access to the source code for other ▇▇▇▇▇▇ OnBase products. Nothing in this Section or this Agreement shall be construed to 18 <PAGE> Confidential Treatment Requested imply or grant to Licensees any right to the access or use of Hyland source code other than for the specific purposes stated herein.