Common use of Access to Source Code Clause in Contracts

Access to Source Code. 14.1 Licensor undertakes to deposit a copy of the latest version of the Software (including Updates thereto and New Releases thereof) and all documentation required for the maintenance and modification of the Source Code with the escrow agent. 14.2 All rights and Licenses granted under or pursuant to this Agreement by Licensor to User, including, but not limited to the right and license to the Source Code granted pursuant to this Article 14, are, and shall otherwise be deemed to be, for purposes of Sections 365(n) of the United States Bankruptcy Code, as now constituted or hereinafter amended (the "Bankruptcy Code"), licenses or rights to "intellectual property" as defined under Section 101(52) of the Bankruptcy Code. Licensor agrees that User, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Licensor further agrees that, (a) in the event of the commencement of a bankruptcy proceeding by or against Licensor under the Bankruptcy Code, which proceeding is not dismissed within sixty (60) days, User shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall be promptly delivered to User (i) upon written request therefor by User, unless Licensor elects to continue its obligations under this Agreement, or (ii) if not delivered under (i) above, upon the rejection of the Agreement by or on behalf of Licensor upon request therefor by User and (b) in the event that Licensor fails to provide a material maintenance obligation to which User is entitled after receiving written notice from User and reasonable opportunity to cure, User shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, shall be promptly delivered to User upon written request therefor by User. User shall have a non-exclusive, worldwide right and license to use and modify the Source Code for purposes of maintenance and support of the Software. The parties agree that any Software Escrow Agreement, pursuant to which User is a beneficiary, is an agreement supplementary to this Agreement. 14.3 If the escrow agent or Licensor shall terminate the software escrow agreement for any reason. Licensor hereby agrees to appoint another escrow agent within a reasonable period of time.