Escrow of Software Work Product Source Material Clause Samples

Escrow of Software Work Product Source Material. The Contractor shall transfer on a quarterly basis, and/or at such times as reasonably requested by Customer, the Source Code and Object Code associated with the then-current version of all Software developed or modified as part of the Work (whether final or interim versions), including without limitation, all Operations Software/IP and User Terminal Software/IP and all documentation, flow charts, diagrams, roadmaps, developer notes and other related materials in possession or control of the Contractor (collectively, the “Work Product Source Material”) in the manner and format requested by Customer to a managed repository or escrow via a virtual private network that can compile, execute and perform testing on the Software when received, and that shall do the same upon request of Customer and at its expense, if so designated by Customer. In the event the Work Product Source Material, or any portion thereof, is not available to be transmitted electronically to the escrow, the Contractor shall provide tangible copies of such Work Product Source Material, or applicable portion, to the escrow agent. Customer shall have the right to access and use (including to copy, perform, make derivative works from and otherwise exploit) the relevant Work Product Source Material held by the repository or escrow designee(s), in the event of (i) a Contractor bankruptcy or insolvency, and (ii) any material failure of the Contractor or any Subcontractors to perform Work in accordance with this Contract relating to Software included in the Work, unless the Contractor can provide adequate assurances to Customer that it will be able to cure the non-compliant performance within a reasonable time and at its own expense. The Parties will jointly select an escrow repository within sixty (60) Days after the Effective Date and use commercially reasonable efforts in good faith to agree to a customary escrow agreement.
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Related to Escrow of Software Work Product Source Material

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • Embedded Software To the extent any goods contain Embedded Software (defined below) that is not Buyer’s Property, no title to such Embedded Software shall pass to Buyer, and Supplier shall grant Buyer, its customers and all other users a non-exclusive worldwide, irrevocable, perpetual, royalty-free right to use, load, install, execute, demonstrate, market, test, resell, sublicense and distribute such Embedded Software as an integral part of such goods or for servicing the goods (the “Buyer-Required License”). If such Embedded Software or any part thereof is owned by a third party, prior to delivery, Supplier shall obtain the Buyer-Required License from such third-party owner. “Embedded Software” means software necessary for operation of goods and embedded in and delivered as an integral part of goods.

  • Third Party Software The Software may contain third party software which requires notices and/or additional terms and conditions. Such required Third Party Software notices and/or additional terms and conditions are located at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇-third-party/ (or a successor website thereto) and are made a part of and incorporated by reference into this Agreement.

  • Open Source Software Certain Products include Open Source Software that is governed by the open source license(s) indicated as applicable to the code at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/buy/licensing/open-source.html

  • 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.