Software Escrow. Guardian will keep in escrow and maintain a current released FlowPoint RIS product code.
Software Escrow. HealthGate agrees to place into escrow, at a location to be mutually agreed upon by the parties, all applicable source code used to provide the services outlined in this Agreement. The Publisher shall pay all fees associated with the escrow account. The Publisher may not access the escrow account except in the case of HealthGate's bankruptcy.
Software Escrow. In the event that: (i) Philips seeks to sell or transfer the Licensed Products to a third party that is not a direct or indirect majority owned subsidiary of Koninklijke Philips Electronics N.V. (an “affiliate”), or (ii) Philips seeks to sell or otherwise transfer all or substantially all of its business or assets to a non-affiliate or if beneficial ownership of a controlling interest in its capital stock is to be sold or otherwise transferred to a non-affiliate, it shall first give MedQuist at least 60 days prior written notice and the parties shall enter into a software escrow agreement and place the Licensed Products in escrow on commercially reasonable terms prior to completing any such sale or transfer. MedQuist shall be responsible for the fees to the escrow agent.
Software Escrow. Within thirty (30) Calendar Days of a written request from Agency to arrange for software escrow, Contractor shall propose to Agency a mutually agreeable, commercially reasonable arrangement to escrow (collectively, “Deposited Programs”): The source code for Contractor Intellectual Property and Third Party Intellectual Property (to the extent such Third Party Intellectual Property source code can be obtained using commercially reasonable efforts) (collectively, the “System Software”) as are required for the System to function, in such format that will allow Agency to build and compile useful object code; Any and all updates, modifications, revisions, and enhancements of the System Software; and Any and all Documentation pertaining to source code for the System Software, including the technical specifications and documents, data conversion guidelines and instructional tools. Upon the parties’ acceptance and written approval of such proposed escrow arrangement and its approval by DAS, DOJ and the federal government if required, Contractor and Agency will promptly execute a three party escrow agreement with the selected escrow agent which will govern the terms of the escrow arrangement. The escrow agreement must authorize the escrow agent to release the Deposited Programs to Agency upon the occurrence of any of the following: Source code for any or all material part of the Deposited Programs is generally made publicly available by Contractor, with or without additional cost, to other users of comparable software; or Contractor's cessation, for any reason, to do business; or Contractor discontinues offering maintenance services for the Deposited Programs; or Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, or makes an assignment for the benefit of creditors, and same has not been discharged or terminated without any prejudice to Agency’s rights or interests under this Contract within sixty (60) Calendar Days; or Any other event or circumstance occurs that demonstrates with reasonable certainty the inability or unwillingness of Contractor to fulfill its obligations to Agency under this Contract, the escrow agreement or any maintenance or support agreement between the parties. Contractor shall pay the fees of the escrow agent. The copies of the Deposited Programs placed in escrow must be reproduced and maintained on magnetic tape or disk using a commonly accepted data recording protocol. When a change is made...
Software Escrow. If Vendor is providing Software, Vendor hereby agrees to deposit the Software plus at least the last 5 current and prior releases, with a mutually agreed third party software escrow agent to hold, at no cost to Customer (Vendor to be responsible for cost of escrow) and shall promptly enter into a software escrow agreement with terms similar in form and substance to the terms and conditions attached as Schedule 2 (the “Escrow Agreement”).
Software Escrow. The Parties shall use their reasonable endeavours to deposit in escrow as soon as practicable after the date of this Agreement a copy of the source code for the Software as it existed on 1 February 2012 (the commencement of the Integration Period) for the purposes of recording the state of the Software prior to Integration.
Software Escrow. WMATA shall be entitled to delivery of and rights in the Source Code for the Contractor Software subject to the terms and conditions set forth below in this Contract Section entitled "Software Escrow".
Software Escrow. The parties may enter into a separate intellectual property escrow agreement. Such escrow agreement will govern all aspects of source code escrow and release.
Software Escrow. Contractor shall deposit the Source Code, Object Code and related Documentation for NPAC/SMS Software into an escrow account pursuant to an escrow agreement to be entered into between Contractor, Customer and an escrow agent. The escrow agreement shall authorize release of the Source Code, Object Code and related Documentation to Customer as a licensee (consistent with Sections 9.2 and 9.3 above) on certain terms and conditions upon the occurrence of a Termination Event or Non-Renewal (as such terms are defined in Section 24.1 below). The escrow agreement shall be in the form of Exhibit M hereto, subject to any changes to such form of agreement that the parties agree to accept from the escrow agent.
Software Escrow. To Seller’s Knowledge, any Software incorporated in Seller’s Products substantially performs in all material respects free of any viruses, worms, trojan horses, errors or programming errors substantially affecting its functionality. Seller has not entered into any agreement requiring Seller to place the aforementioned Software source code or any other Product IP owned by Seller in escrow so that a licensee might obtain access to it upon the occurrence of any release condition.
