Software Code Escrow Sample Clauses
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Software Code Escrow. MegaMation will keep a copy of the latest “As Built” software on a server located at CIS. MegaMation guarantees that the latest copy of the software will be available immediately. In the event that, for any reason, MegaMation ceases to conduct business or ceases to support the software licenses under this contract, CIS has the right to take possession of the source code at no charge.
Software Code Escrow. During the Term, and any extension, the Software, source code and Documentation shall be subject to escrow by an independent third-party located in the United States (the “Software Source Code Escrow”). Such escrow shall be updated by Open by FTP file transfer or other electronic means accepted by escrow agent at least every six (6) months and with major updates to the Software. The release conditions for such Software Source Code Escrow (“Software Release Conditions”) shall be in Exhibit G. The form of the Software Source Code Escrow agreement will be substantially similar to the terms of Attachment 1 to Exhibit G. 1 Independent and externally audited financial statements and independent auditor’s report to be performed by RSM CA S.A.S. In the event Open wishes to change financial auditor’s, such change and selection of the firm shall be subject to the Customer’s review and approval. Financial statements should be in conformity with either accounting principles generally accepted in the United States of America (US GAAP) or International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS). The audit should be conducted in accordance with auditing standards generally accepted in the United States of America (US GAAS) or International Standards on Auditing (ISA). The Customer will be responsible for the annual cost for such third-party escrow. In any case, the only use to which Customer may put the Software and source code released from escrow under this Agreement is for utilities operations supported by the City of Fort ▇▇▇▇▇▇▇.
Software Code Escrow. 10.1. Vendor’s ISP (Magma) shall be the Escrow Agent and maintain a full, live site copy of the entire code suite. The source code will be subject to all automatic upgrades. Vendor will pay for the costs of its maintenance. The ISP will also maintain:
a) A complete copy of any existing design documentation and user documentation; or
b) Complete instructions for compiling and linking every part of the source code into executable code for purposes of enabling verification of the completeness of the source code as provided below. Such instructions shall include precise identification of all compilers, library packages, and linkers used to generate executable code.
Software Code Escrow