Common use of Deliverable Software Escrow Clause in Contracts

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.