Escrow of InterWorld Source Code Clause Samples

The 'Escrow of InterWorld Source Code' clause requires that the source code for the InterWorld software be deposited with a neutral third-party escrow agent. This arrangement typically ensures that, under certain conditions such as the vendor's bankruptcy or failure to support the software, the source code can be released to the licensee or customer. By establishing this mechanism, the clause protects the customer's interests by guaranteeing continued access to the software's source code, thereby mitigating risks associated with vendor default or discontinuation of support.
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Escrow of InterWorld Source Code. The parties agree that Licensee may, at any time while the Agreement is in effect, enter into an escrow arrangement with InterWorld and its escrow agent, DSI Technology Escrow Services ("DSI"). Licensee shall use the source code deposited into escrow only in the event that InterWorld or its successor in interest is unable to perform its obligations under this Agreement due to bankruptcy, insolvency, or cessation of business and such use shall be limited to such purpose. At Licensee's option, Licensee may allow its end user customers to be beneficiaries of the escrow agreement. InterWorld may change escrow agents by providing written notice to Licensee, provided that the terms of the escrow arrangement with such new agent are in all material respects the same as those in place with DSI. Furthermore, InterWorld hereby agrees that should Licensee elect to participate in the aforementioned escrow arrangement, Licensee will be a preferred beneficiary. All costs associated with Licensee being a preferred beneficiary shall be the responsibility of Licensee exclusive of the costs for depositing the Software with DSI, which will be the responsibility of InterWorld.
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Related to Escrow of InterWorld Source Code

  • 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.

  • Source Code 5.1 Nothing in this ▇▇▇▇ shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.

  • Lost Shareholder Due Diligence Searches and Servicing The Trust hereby acknowledges that USBFS has an arrangement with an outside vendor to conduct lost shareholder searches required by Rule 17Ad-17 under the Securities Exchange Act of 1934, as amended. Costs associated with such searches will be passed through to the Trust as an out-of-pocket expense in accordance with the fee schedule set forth in Exhibit C hereto. If a shareholder remains lost and the shareholder’s account unresolved after completion of the mandatory Rule 17Ad-17 search, the Trust hereby authorizes vendor to enter, at its discretion, into fee sharing arrangements with the lost shareholder (or such lost shareholder’s representative or executor) to conduct a more in-depth search in order to locate the lost shareholder before the shareholder’s assets escheat to the applicable state. The Trust hereby acknowledges that USBFS is not a party to these arrangements and does not receive any revenue sharing or other fees relating to these arrangements. Furthermore, the Trust hereby acknowledges that vendor may receive up to 35% of the lost shareholder’s assets as compensation for its efforts in locating the lost shareholder.

  • CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE Contractor shall designate a customer service representative (and inform Enterprise Services of the same) who shall be responsible for addressing Purchaser issues pertaining to this Contract.

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