Common use of Provision of Source Code Clause in Contracts

Provision of Source Code. (i) Within thirty (30) days of the Acceptance Date for a Product, CWC shall place with the GM Legal Staff one complete set of source code with associated documentation for the Product ("Source Materials"). The Source Materials shall include machine-readable, high level language code for the Product, as well as machine-readable listings, tables and references required to use the high level language code and shall be in the form of 3 1/2 inch floppy disks. CWC represents and warrants to GM that: (1) the Source Materials constitute the source code and documentation for the Product licensed to GM pursuant to this Agreement or a Statement of Work; and (2) the Source Materials are in a form suitable for reproduction by computer and/or photocopy equipment, and consist of a full source language statement of the program or programs comprising the Product and complete program maintenance documentation, including all flow charts, schematics and annotations which comprise the precoding detailed design specifications, and all other material necessary to allow a reasonably skilled third party programmer or analyst to maintain or enhance the Product without the help of any other person or reference to any other material. The Source Materials shall be delivered under seal for safekeeping to the GM Legal Staff at P.O. ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Building, 3031 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Source Materials shall not be made available to anyone outside the GM Legal Staff unless and until the occurrence of a Triggering Event (as defined below). CWC agrees to update and maintain the Source Materials held in safekeeping to reflect all changes made thereto through maintenance, enhancements, revisions or otherwise. All such changes to the Source Materials shall also be delivered in the required form to the GM Legal Staff under seal. (ii) GM may break the seal and use the Source Materials five (5) days after written notice to CWC that the GM Legal Staff has made a finding that one of the following "Triggering Events" has occurred: (1) it has established by clear and convincing evidence that CWC is unable to meet its material obligations to develop and/or maintain the Product(s) under any Statement of Work for a running period of thirty (30) days after notice to CWC in writing. (2) CWC has been declared bankrupt, has voluntarily petitioned a court for relief under any bankruptcy laws, has been declared insolvent, has made an assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated its business voluntarily or otherwise and GM has compelling reasons to believe that such event(s) will cause CWC to fail to meet its obligations under this Agreement or a Statement of Work in the foreseeable future. (3) after the applicable period of time identified in a Statement of Work, under which GM has contracted for CWC to provide maintenance, GM decides to use a party other than CWC to maintain the Product. In such event, CWC shall have the right of last refusal to match any lower bids received by GM for such maintenance services. (4) the sale, assignment, or other transfer by CWC, without the prior written consent of GM, of such of CWC's rights in the Product as would prevent CWC from the discharge of its obligations with respect to the performance of the Product under the Statement of Work; or (5) the termination of this Agreement or the applicable Statement of Work for the Product by GM for CWC's material default. In the event that CWC shall contest any such finding by the GM Legal Staff, GM shall nevertheless have the use of the Source Materials as permitted herein, and the matter shall be immediately submitted to the dispute resolution procedures identified in Section 14 of this Agreement. (iii) GM shall retain a copy of the Source Materials as they existed when unsealed and shall use a copy of the Source Materials only to complete or maintain such Product as may be defined in an applicable Statement of Work or to cause such Product to be completed or maintained by a third party. In the event GM causes a third party to use the Source Materials, GM shall cause such third party to agree in writing that the Source Materials shall be maintained in confidence in accordance with the confidentiality provisions of this Agreement and shall be used only for the Original intended purpose. If GM uses the Source Materials or causes a third party to complete or maintain any Product, unless otherwise determined during dispute resolution proceedings requested by GM, CWC is relieved of all warranties, liabilities and indemnification provisions of this Agreement with respect to the Product to the extent such modifications are the cause of a warranty defect or infringement claim. (iv) Following release of the Source Materials as permitted above, GM shall seal the Source Materials as they existed when unsealed and as they exist after any modifications reflecting the permitted use and return them to the GM Legal Staff, where they shall be secured until dispute resolution proceedings, if any, shall determine the further use, if any, of the Source Materials.