Common use of Right to Use Source Code Clause in Contracts

Right to Use Source Code. A release condition will be deemed to have occurred upon the occurrence of any of the following (each a “Release Condition”): (i) Supplier has availed itself of, or been subjected to by any third party, a proceeding in bankruptcy in which Supplier is the named debtor, (ii) an assignment by Supplier for the benefit of its creditors, (iii) the appointment of a receiver for Supplier, (iv) any other proceeding involving Supplier’s insolvency or the protection of, or from, creditors, and same has not been discharged or terminated without any prejudice to JPMC’s rights or interests within 30 days; (v) Supplier has ceased its on-going business operations, or sale or licensing of the ASP Services; (vi) Supplier has ceased operating in the normal course of business; (vii) Supplier or its bankruptcy trustee rejecting the Agreement in a bankruptcy case under the Bankruptcy Code; (viii) this Agreement has not yet been rejected in a bankruptcy case under the Bankruptcy Code by Supplier or its bankruptcy trustee, after the commencement of such a case; (ix) intentionally deleted; (x) intentionally deleted; (xi) intentionally deleted; (xii) either the following occur: (A) Supplier’s staff reduction of more than 75% of staff through layoffs, or (B) Supplier’s failure to continue to maintain the employment of at least 15 employees; (xiii) Supplier’s failure to meet its own financial obligations (including its “accounts payable” obligations), as evidenced by 75% or more of Supplier’s undisputed outstanding financial obligations being 150 days (or more) past due; or (xiv) if any other event or circumstance occurs which demonstrates with reasonable certainty the inability or unwillingness of Supplier to fulfill its obligations to JPMC, including the correction of defects in the ASP Services. Supplier hereby grants to JPMC a perpetual, irrevocable, non-exclusive, world-wide, fully paid and sublicenseable right and license to use, copy and create derivative works of the Source Code to operate, maintain, support and enhance the System and all software components of the System (in source and object code form) on an unlimited number of servers in furtherance of the business activities of JPMorgan Chase & Co. JPMC agrees not to exercise the foregoing right and license until the occurrence of a Release Condition. JPMC may permit Agents to exercise those rights and licenses. JPMC will require those Agents to agree to maintain the confidentiality of the Source Code.