Deliverable Software Escrow Sample Clauses

Deliverable Software Escrow. Within sixty (60) days of the Date of Provisional Acceptance or Commercial Acceptance of any portion of the System or any System Upgrade, Contractor shall deliver copies of source code and related documentation for that portion of Deliverable Software that is Contractor Intellectual Property (but not that portion of Deliverable Software comprising commercial, off-the-shelf software, or software developed or provided by third parties) to a third party commercial software escrow service, and from time to time as it becomes available, copies of source code for updates, maintenance releases, or other new versions of the Deliverable Software that is Contractor Intellectual Property that is reasonably relating to the operation, maintenance or repair of the computer systems of any portion of the System or any System Upgrade as delivered by Contractor during the System's twenty-five (25) year Design Life Period. A detailed listing of commercial, off-the-shelf software, or software developed or provided by third parties to be included in the Deliverable Software shall be delivered by Contractor to Purchaser within sixty (60) days of the Date of Provisional Acceptance of any portion of the System or any System Upgrade, as the case may be. 58 55 The escrow service shall be authorized by Contractor to release the escrowed software to Purchaser within five (5) business days after the receipt of notice by Purchaser that (i) a Bankruptcy Event has occurred, (ii) that the Contractor is no longer engaged in the business of operating or maintaining, or providing support for other parties in operating or maintaining, systems comparable to the System (as modified by System Upgrades) or (iii) that Purchaser has terminated the Contract pursuant to Article 12 (Termination for Default) due to Contractor's default, unless Contractor agrees to continue to support Purchaser with respect to Deliverable Software.
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Deliverable Software Escrow. Within sixty (60) days of the Date of Provisional Acceptance or Commercial Acceptance of any portion of the System, the Parties shall enter into a Software Escrow Agreement, the principals of which are outlined hereunder, with a software escrow service, following which Contractor shall deliver copies of source code and related documentation for that portion of Deliverable Software that is Contractor Intellectual Property (but not that portion of Deliverable Software comprising commercial, off-the-shelf software, or software developed or provided by third parties) to a third party commercial software escrow service, and from time to time as it becomes available, copies of source code for updates, maintenance releases, or other new versions of the Deliverable Software that is Contractor Intellectual Property relating to the operation, maintenance, or repair of the computer systems of any portion of the System as delivered by Contractor during the System's twenty-five (25) year Design Life Period. A detailed listing of commercial, off-the-shelf software, or software developed or provided by third parties, to be included in the Deliverable Software shall be delivered by Contractor to Purchaser within sixty (60) days of the Date of Provisional Acceptance of any portion of the System. The escrow service shall be authorized by Contractor to release the escrowed software to Purchaser within five (5) business days after the receipt of notice by Purchaser (which notice Purchaser shall not deliver unless a Bankruptcy Event shall have occurred in respect to either ASN or ASNI, or either ASN or ASNI is no longer engaged in the business of operating or maintaining systems comparable to the System) that a Bankruptcy Event has occurred or that the Contractor is no longer in the business of operating or maintaining systems comparable to the System.
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Related to Deliverable Software Escrow

  • Software Warranty NETGEAR warrants to the end-user that each item of Software, as delivered or updated by NETGEAR and properly installed and operated on the Hardware or other equipment it is originally licensed for, will function substantially as described in its then-current user documentation during its respective warranty period. If any item of Software fails to so perform during its warranty period, as the sole remedy NETGEAR or NETGEAR's supplier will at its discretion provide a suitable fix, patch or workaround for the problem which may be included in a future revision of the Software. For specific Software which is distributed by NETGEAR as a licensee of third parties, additional warranty terms offered by such third parties to end-users may apply.

  • Third Party Software Customer acknowledges that in order for MyEcheck to perform the Consulting Services, Customer may need to obtain additional third party services ("Third Party Services") or third party technology ("Third Party Technology"). Customer agrees that the rights and licenses with respect to Third Party Technology and Third Party Services shall be under terms set forth in the pertinent purchase, license or services agreements between Customer and the vendors of such Third Party Software or Third Party Services. Customer shall execute and comply with appropriate purchase, license, or services agreements with respect to any Third Party Software or Third Party Services. Any amounts payable to third party vendors or service providers under such agreements are the sole responsibility of Customer and shall be paid directly by Customer to such third party vendors or service providers. MyEcheck Services Agreement

  • Source Code Escrow On the date hereof, Company shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of the source code (the "Source Code") for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"). Within [ ** ] of the installation of any new update to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement for use in continued provision of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED.

  • Licensed Software Section 3.17(f).......................................27

  • Deliverables Upon completion of each Test for each Reviewable Receivable, the Asset Representations Reviewer shall record a finding based on the issues discovered. Findings categories are listed as follows: • Evidence that the applicable Test was satisfied (“Satisfied Test”); • Evidence that the applicable Test was not satisfied (“Unsatisfied Test”); and • Test incomplete as a result of missing or insufficient documentation (“Unsatisfied Test – Missing Required Documents”).

  • Seller’s Deliverables At the Closing, Seller shall deliver to Buyer:

  • Company Software “Company Software” shall mean any software (including software development tools and software embedded in hardware devices, and all updates, upgrades, releases, enhancements and bug fixes) owned, developed (or currently being developed), used, marketed, distributed, licensed or sold by an Acquired Corporation at any time (other than non-customized third-party software that is not incorporated into any Company Product and is licensed to an Acquired Corporation solely in object code form and solely for internal use on a non-exclusive basis).

  • Open Source Software (i) The Company uses and has used any and all software and other materials distributed under a “free,” “open source,” or similar licensing model (including but not limited to the MIT License, Apache License, GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Software”) in compliance with all license terms applicable to such Open Source Software; and (ii) the Company has not used or distributed and does not use or distribute any Open Source Software in any manner that requires or has required (A) the Company to permit reverse engineering of any software code or other technology owned by the Company or (B) any software code or other technology owned by the Company to be (1) disclosed or distributed in source code form, (2) licensed for the purpose of making derivative works or (3) redistributed at no charge.

  • Hardware and Software Requirements In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, and hardware capable of running this software.

  • Seller Deliverables At the Closing, the Seller shall deliver to the Purchaser:

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