Availability of Source Code. In the event any proceeding, voluntary or involuntary, is commenced relative to Seller pursuant to a statute relating to bankruptcy, insolvency, reorganization of debts, liquidation, winding-up or dissolution, Seller agrees to work with Buyer to license to Buyer upon reasonable terms and conditions the source code corresponding to the Licensed Software. This obligation to license the source code shall only apply if: (1) Buyer makes a written request for such a license from Seller. (2) Seller, at the time of the request, had a support and/or maintenance obligation to Buyer, as described in the section entitled “Support Services” herein, that it was unable or unwilling to fulfill. (3) Seller is unable to obtain the services of a third party to fulfill Seller’s support and/or maintenance obligation; and (4) Seller, after reasonable inquiry and effort, is unable to fulfill the support and/or maintenance obligations through a third party. In the case of a voluntary or involuntary bankruptcy, to the extent the court allows such a license: (1) Any source code license shall be limited to use by Buyer on Buyer's central processing units to provide support and/or maintenance obligations. (2) The costs of any license procured for Buyer, subject to this section, shall be born solely by ▇▇▇▇▇. Buyer shall also reimburse any costs incurred by Seller in assisting Buyer in obtaining such license. (3) This license includes the right to authorize employees or agents of Buyer’s Sellers or subcontractors who are performing work for Buyer on Buyer premises to perform any of the activities described above.
Appears in 3 contracts
Sources: Software License Agreement, Software License Agreement, Software License Agreement