Software Escrow Account Sample Clauses

Software Escrow Account. 4.5.1 Subject to clause 4.5.2 below, The Private Partner shall put a copy of the software source code and associated materials ("the Material") for secure storage within escrow account prior to the Commencement Date. The deposited Material shall remain the confidential and intellectual property of the Private Partner or its licensors. The Material shall contain all information in human readable form necessary to enable a reasonably skilled programmer or analyst to maintain and, in case of non-standard (non-licensed) software build for Project purposes, enhance the software, and without prejudice to the generality of the foregoing, that the source code and related documentation shall contain all listings of programmers' comments, data and process models, logic manuals, and flowchart. It should also include configuration, installation, and operation guides (files), dependencies and testing scripts per type of software. 4.5.2 However, The Private Partner may deposit sensitive Materials, including cryptographic and biometrics components, embedded software (identity card OS & Applet), core biometrics engine and proprietary software components, within escrow account in their executable form only (compiled for the specific platform used in the production environment). 4.5.3 Materials subject to security certifications may not be deposited into an escrow account. 4.5.4 Third-party utilities (COTS), including but not limited to Microsoft and Oracle, shall be listed along with their respective versions to clearly specify the licenses or utilities that must be procured by the Public Partner in the event the software in the escrow account is released according to clause 4.5.5 below. Such third-party utilities shall not be part of the Materials to be put in the escrow account. 4.5.5 The Private Partner acknowledges that the Public Partner exclusively for continuity of the Services and Operations may require access to the Material, if: 4.5.5.1 the Private Partner ceases its business for more than twenty two (22) Business Days without assigning its rights and obligations under the escrow agreement to a third party (excluding the cessation of business for any excusable reasons under this Agreement or Applicable Law, including Force Majeure or Political Force Majeure); or 4.5.5.2 the liquidation procedure in relation to the Private Partner, judicial bankruptcy proceedings or any other proceedings related to insolvency of the Private Partner is initiated; or 4.5.5.3 the Pri...

Software Escrow Account. Concurrent with the installation of the System at the City, the Contractor shall have deposited or shall deposit with an escrow agent (the "Escrow Agent") copies of all software under the control of the Contractor, and its documentation, provided there under in source language form. So long as City is under the Contractor’s warranty or maintenance service, the City may elect to be added as a beneficiary of the escrow account by payment of the then-current charge for that service. The escrow shall be released to beneficiaries under the following Release Conditions. “Release Conditions” shall mean the existence of any one or more of the following circumstances, uncorrected for more than thirty (30) days: Entry of an order for relief under Title 11 of the United States Code; The making by Depositor of a general assignment for the benefit of creditors; The appointment of a general receiver or trustee in bankruptcy of Depositor’s business or property; or Action by Depositor under any state insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation.

Software Escrow Account. Supplier agrees to keep and maintain current a copy of the Software source code in escrow with a mutually acceptable escrow agent. The escrow account shall be for the sole benefit of all Buyers hereunder and the contents of the account shall be obtainable as specified in Appendix F of this Agreement.

Software Escrow Account. 4.5.1 Subject to clause 4.5.2 below, The Private Partner shall put a copy of the software source code which is required for operation and maintenance of the assets and conduct of services and other operations with respect to Identity Documents and associated materials ("the Material") for secure storage within escrow account prior to the Commencement Date. The deposited Material shall remain the confidential and intellectual property of the Private Partner or its licensors. The Material shall contain all information in human readable form necessary to enable a reasonably skilled programmer or analyst to maintain and, in case of non-standard (non-licensed) software build for Project purposes, enhance the software, and without prejudice to the generality of the foregoing, that the source code and related documentation shall contain all listings of programmers' comments, data and process models, logic manuals, and flowchart. It should also include configuration, installation, and operation guides (files), dependencies and testing scripts per type of software. 4.5.2 However, The Private Partner may deposit sensitive Materials, including cryptographic and biometrics components, embedded software (identity card OS & Applet), core biometrics engine and proprietary software components, within escrow account in their executable form only (compiled for the specific platform used in the production environment). 4.5.3 Materials subject to security certifications may not be deposited into an escrow account. 4.5.4 Third-party utilities (COTS), including but not limited to Microsoft and Oracle, shall be listed along with their respective versions to clearly specify the licenses or utilities that must be procured by the Public Partner in the event the software in the escrow account is released according to clause 4.5.5 below. Such third-party utilities shall not be part of the Materials to be put in the escrow account. . 4.5.5 The Private Partner acknowledges that the Public Partner exclusively for continuity of the Services and Operations may require access to the Material, if: 4.5.5.1 the Private Partner ceases its business for more than twenty two (22) Business Days without assigning its rights and obligations under the escrow agreement to a third party (excluding the cessation of business for any excusable reasons under this Agreement or Applicable Law, including Force Majeure or Political Force Majeure); or 4.5.5.2 the liquidation procedure in relation to the Private...

Software Escrow Account. NPS and Danka agree to execute a Source Code Escrow Trust Agreement and NPS agrees to deposit The Product(s) source code and all upgrades, improvements, revisions, enhancements or updates, which relate to the original source code deposit, with a Software Escrow Agent of Danka's choosing, hereafter referred to as the "Trustee", in an escrow account for duration of the Initial and Subsequent terms of this Agreement. Once Danka has nominated a Trustee and the pricing of managing the trustee has been discussed between NPS and Danka , Danka and NPS will agree to pay fifty per cent each of the total costs incurred. "Source Code" means not only the source code as originally deposited, but all revisions, updates, or improvements which relate to the original deposit. The Source Code delivered to the Trustee shall be in a form suitable for reproduction by computer and/or photocopy equipment, and consists of a full source language statement of the program or programs comprising The Product(s) and complete Product(s) maintenance documentation, including all flow charts, schematics and annotations which comprise the pre-coding detailed design specifications and all other materials necessary to allow a reasonably skilled third-party programmer to maintain or enhance The Product(s) without the help of any other person or reference to any other material. It is agreed that only a copy of the Source Code need be deposited with the Trustee and that this Section relates only to such copy in the possession of the Trustee. Nothing in this Section shall be interpreted to deprive NPS of any right, title, or interest in the Source Code. Similarly, however, this Section will be construed to effectuate its major purpose which is to allow Danka continued benefit of The Product(s) software in the event NPS fails or is unable to perform its obligations as stated herein. In the event of a NPS default, Danka will provide written notice to the Trustee of such default. Such notice will identify the nature of the default, the parties and the Source Code with reasonable specificity, and shall demand the delivery of a complete copy of the Source Code to the Danka within five (5) days of such written notice of default. The following will be considered events of default:: 1) NPS is unable to correct any malfunction, defect or nonconformity in The Product(s) preventing The Product(s) from functioning in accordance with the warranties and such failure continues for a period of fifteen (15) calend...