Establishment of Source Code Escrow Clause Samples
The Establishment of Source Code Escrow clause requires that the software provider deposit the source code of their software with a neutral third-party escrow agent. This arrangement typically applies to situations where a licensee relies on proprietary software for critical business operations, and the source code is held in escrow to be released under specific conditions, such as the provider's bankruptcy or failure to support the software. The core function of this clause is to protect the licensee by ensuring continued access to the software's source code if the provider can no longer fulfill their obligations, thereby mitigating operational risks.
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Establishment of Source Code Escrow. If the Required Models are not provided to the Company in the form of Source Code pursuant to Section 6(a) of this Attachment B (Facility Owned by Seller), Seller shall: (a) arrange for and ensure the deposit of a copy of the current version of the Source Code and relevant documentation for all Required Models with the Source Code Escrow Agent under the terms and conditions of the Source Code Escrow Agreement, and (b) arrange for and ensure the update of the deposited Source Code and relevant documentation for Major Releases and Minor Releases of the Required Models as soon as reasonably possible after they are made generally available.
Establishment of Source Code Escrow. Supplier shall arrange for and ensure the deposit of a copy of the current version of the Source Code and any updates to the deposited Source Code with the Source Code Escrow Agent under the terms and conditions of the Source Code Escrow Agreement.
Establishment of Source Code Escrow. If the Required Models are not provided to the Company in the form of Source Code pursuant to Section 6.a. (Seller's Obligation to Provide Models) of this Attachment B (Facility Owned by Seller), Seller shall: (a) arrange for and ensure the deposit of a copy of the current version of the Source Code and relevant documentation for all Required Models with the Source Code Escrow Agent under the terms and conditions of the Source Code Escrow Agreement, and (b) arrange for and ensure the update of the deposited Source Code and relevant documentation for Major Releases and Minor Releases of the Required Models as soon as reasonably possible after they are made generally available. Release Conditions. Company shall have the right to obtain from the Source Code Escrow Agent one copy of the escrowed Source Code for the Required Models, under the following conditions upon Company's request: A receiver, trustee, or similar officer is appointed, pursuant to federal, state or applicable foreign law, for the Source Code Owner; Any voluntary or involuntary petition or proceeding is instituted, under (x) U.S. bankruptcy laws or (y) any other bankruptcy, insolvency or similar proceeding outside of the United States, by or against the Source Code Owner; or Failure of the Source Code Owner to function as a going concern or operate in the ordinary course; or Seller and the Source Code Owner fail to provide to Company the Required Models or updated Required Models within the time periods set forth in Section 6.a (Seller's Obligation to Provide Models) of this Attachment B (Facility Owned by Seller), Company gives written notice of such failure to Seller and the Source Code Owner, and Seller and Source Code Owner fail to remedy such breach within five (5) Days following receipt of such notice. Remedies. If Company has the right to obtain from the Source Code Escrow Agent one copy of the escrowed Source Code for the Required Models pursuant to Section 6.b.i.(2) (Release Conditions) of Attachment B (Facility Owned by Seller), and Company finds that Seller failed to update the Source Code Escrow with the modified and/or updated Source Code and relevant documentation for Major Releases and Minor Releases of the Required Models as provided in Section 6.b.i.(1) (Establishment of Source Code Escrow) of Attachment B (Facility Owned by Seller) or that the Source Code for the Required Models is incomplete or otherwise unusable, Seller shall be liable to Company for liquidated damages in...