Common use of Provisions for Source Code Clause in Contracts

Provisions for Source Code. Upon occurrence of any of the following events, SUPPLIER shall provide CINGULAR with the Source Code for the Software: (i) SUPPLIER makes the Source Code for such Software available to a third party; (ii) SUPPLIER ceases to provide Software Maintenance for such Software; (iii) SUPPLIER ceases doing business for any reason; (iv) SUPPLIER commits any act of bankruptcy within the meaning of the Federal, or any State Bankruptcy Act or if bankruptcy proceedings are instituted against SUPPLIER; or (v) Proceedings such as receivership, insolvency, reorganization, dissolution, liquidation or other similar proceedings are instituted by or against SUPPLIER. At CINGULAR's request and expense, SUPPLIER agrees to place such Source Code in escrow with a software custodian mutually acceptable to the parties. CINGULAR shall take all reasonable precautions to protect the delivered Source Code from unauthorized disclosure or use and shall only permit authorized Users having a business related reason access and use of the Source Code.