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.