Escrow of Source Code Clause Samples

Escrow of Source Code. 4.1 If requested in writing by the Customer at any time during the Term of a Customer Agreement, the Supplier must deposit the source code and/or the object code of any Deliverable and all other relevant Software, Documentation, drawings and plans necessary to enable a competent programmer who is experienced with the standard Software included in the Deliverables (and any standard development tools used to create the Deliverable) to keep the Deliverables in good repair as specified in the escrow agreement (“Escrow Material”) with an escrow agent approved by the Customer. 4.2 The Customer may access the Escrow Material in accordance with the escrow agreement. 4.3 The Supplier must maintain the escrow arrangement until the Customer gives written notice that it is no longer required. 4.4 The Customer must pay the fees associated with the establishment and maintenance of the escrow agreement including any ongoing escrow fees.

Escrow of Source Code. Concurrently with or within a reasonable time after the execution of each Participating Addendum, the Participating Entity and Contractor agree to execute, and to abide by and comply with, an escrow agreement for the Licensed Software Source Code (the “Source Code Escrow Agreement”) with an escrow agent to be selected and/or approved by the JBE. The terms of the Source Code Escrow Agreement shall include, without limitation, provisions whereby: (1) Contractor would deposit the Source Code for the Licensed Software and the related source documentation (the “Deposit Materials”) and (2) such Deposit Materials would be released to the JBE immediately upon the occurrence of an Event of Release. An “Event of Release” means one or more of the following events: (a) Contractor ceases to provide Maintenance and Support for the Licensed Software as provided in this Agreement and/or fails to provide such support through another appropriate source; (b) Contractor ceases doing business as a going concern; (c) Contractor files a voluntary petition in bankruptcy or any petition for similar relief; (d) any involuntary petition in bankruptcy is filed against Contractor and shall not have been dismissed within sixty (60) days from the filing thereof; (e) a receiver is appointed for Contractor or any material portion of the property of Contractor; (f) Contractor makes an assignment for the benefit of creditors; or (g) Contractor is unable to pay its debts as they become due. Unless otherwise agreed between the parties, Contractor shall bear the escrow fees due under such escrow agreement. In the event of a release of the Deposit Materials to the JBE, Contractor hereby grants to the JBE a non-exclusive, perpetual, fully paid-up license to reproduce and use such Deposit Materials for the sole and exclusive purpose of providing support and maintenance for the Licensed Software. Notwithstanding any provision in the Source Code Escrow Agreement, in the event that the Source Code is released pursuant to such Source Code Escrow Agreement, the JBE shall have the right to approach, negotiate or contract directly or indirectly with any party, including without limitation any subcontractor to or affiliate of Contractor, for the purpose of procuring ongoing maintenance and support services for the Licensed Software Source Code.

Escrow of Source Code. PHOENIX agrees to escrow the Source Code to the Licensed programs with Fort Knox ▇▇▇urities in Atlanta, Georgia under terms and conditions comparable to those contained in the LBS Master Escrow Agreement which provides among other events of release that LBS shall be entitled to release of the source code ("Release Events") in the event that PHOENIX: i. breaches its obligations to provide Consulting and/or Technical Support Services under the terms and conditions of this Agreement; 3 II. becomes insolvent or is unable to pay its debts in the normal course of business; or

Escrow of Source Code. Red Brick agrees that upon the request of a --------------------- licensee of Licensee or its Resellers (known as an "End User"), which End User has licensed all or any part of the Licensed Software, Red Brick will allow Licensee or its Resellers to place into an escrow one (1) copy of the latest version of the source code of all Licensed Software licensed to such End User, together with all related programmer documentation, instructions, flow charts and other materials necessary for a reasonably skilled programmer or analyst to use the said source code to maintain and modify the Licensed Software licensed to such End User, without the assistance of other persons or reference to other persons (the "Source Code Materials"). Red Brick shall promptly supplement said deposit with Source Code Materials for any new Updates, releases or additional products licensed to Licensee, and sublicensed by Licensee or its Resellers to End User during the term of this Agreement. The deposit will be pursuant to the terms of an agreement (the "Escrow Agreement") among Licensee or its Resellers, End User and a third party escrow firm of national reputation specializing in software escrows ("Escrow Agent") and will be in a form mutually acceptable to such Licensee or its Resellers, End User and Escrow Agent. In the event such an Escrow Agreement is established, Red Brick hereby grants to the Licensee, its Resellers and the End User for whose benefit the escrow is established the license rights to the Licensed Software which are granted pursuant to the Escrow Agreement.

Escrow of Source Code. 12.1 SAP warrants that the source code for the Software, together with related Documentation as it is or becomes available has been deposited in an escrow account maintained by a third party provider (the “Escrow Agent”), pursuant to an agreement between the Escrow Agent and SAP, (the “Escrow Agreement”). SAP will at all times maintain in force and perform its obligations under either (i) the Escrow Agreement or (ii) a successor escrow agreement with a successor escrow agent. SAP will (i) notify Licensee of any change of the escrow agent under the Escrow Agreement, of any change to the terms of the Escrow Agreement or of any termination thereof; and (ii) provide in all Escrow Agreements for release of the source code of the Software to Licensee on at least those conditions set forth below and provide for Licensee to have rights under such arrangement consistent with this Agreement. Licensee is an intended beneficiary under the Escrow Agreement, and will be an intended beneficiary under any successor escrow agreement. 12.2 SAP will from time to time deposit into the escrow account copies of source code for Releases and Versions of the Software and related Documentation promptly following availability of the same to SAP’s licensees generally. 12.3 SAP or SAP’s trustee in bankruptcy shall authorize the Escrow Agent to make and release a copy of the applicable deposited materials to Licensee upon the occurrence of any of the following events: (a) The existence of any one or more of the following circumstances, uncorrected for more than thirty (30) days: entry of an order for relief under Title 11 of the United States Code; the making by SAP of a general assignment for the benefit of creditors; the appointment of a general receiver or trustee in bankruptcy of SAP’s business or property; or action by SAP under any state insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation; unless within the specified thirty (30) day period, SAP (including its receiver or trustee in bankruptcy) provides to Licensee adequate assurances, reasonably acceptable to Licensee, of its continuing ability and willingness to fulfill its maintenance obligations under this Agreement; (b) SAP has ceased its on-going business operations or that portion of its business operations relating to the sale, licensing and maintenance of the Software; or (c) Failure of SAP to carry out the material maintenance obligations imposed on it pursuant to this Agreement af...

Escrow of Source Code. The Contractor shall, within fifteen (15) days of its execution of this Contract, provide evidence that it has deposited a copy of the source code of the licensed program software with an escrow agent acceptable to FW. Documentation provided to the escrow agent must obligate the escrow agent to make a copy of the source code available to FW as described below. The source code held in escrow will be updated by the Contractor immediately upon each new release of the licensed program software. In the event any proceeding in receivership, liquidation, bankruptcy, or insolvency is commenced against the Contractor or if the Contractor makes any assignment for the benefit of its creditors, becomes insolvent, ceases to do business as an ongoing concern, or seeks any arrangement of compromise within its creditors under any statute or otherwise, or is otherwise in breach of this Contract, FW will, upon payment of the duplication cost and other reasonable handling charges of the escrow agent, be entitled to receive a copy of the source code from the escrow agent. FW agrees that it will only use the copy of the source code internally to support the licensed program software. The escrow agent's only responsibility will be to use its good faith efforts to cause a copy of the source code, in a form delivered to it by the Contractor, to be delivered to FW within five (5) days when one or more of the events listed above occurs. If a copy of the source code is released by the escrow agent to FW, FW contemporaneously receives a perpetual paid-up license to the source code, with free and clear title, interest, ownership, and possession of all configurations and site specific source code. The escrow agreement shall generally conform to Exhibit .

Escrow of Source Code. If stated in the Order, then within a reasonable time after the first day that Client uses the Solution in a live production environment, FIS shall arrange, for the benefit of Client (and Client shall execute any documents required to receive such benefit), an escrow of the Solution source code with an escrow agent nominated by FIS (“Escrow Agent”), in accordance with FIS’ standard escrow agreement (“Escrow Agreement”). The source code for the Solution may be released from escrow, in accordance with the terms and conditions specified in the Escrow Agreement. Client shall pay all fees due to the Escrow Agent as a result of such escrow. Client acknowledges that the Escrow Agreement shall be deemed null and void and of no effect and that neither FIS nor the Escrow Agent shall be under any further obligation with respect to such escrow arrangement from whichever is the earlier of: (a) the date Client fails to pay the escrow fees when due; or (b) the Support Termination Date.

Escrow of Source Code. The Parties will enter into an escrow agreement with an escrow agent agreed by the Parties in relation to the source code together with all developer notes associated with the Licensed Software and Documentation until such time as: (i) the Licensor reports $10,000,000 of cash on the balance sheet in a publicly filed document; OR (ii) December 31, 2018, whichever occurs first.

Escrow of Source Code. Developer agrees that one copy of the source code version of the Software and associated documentation shall be deposited with an escrow agent specializing in software escrows to be mutually agreed upon in writing by ▇▇▇▇▇▇▇▇▇ and Customer after good-faith negotiation.