Software Escrow Deposit Clause Samples
A Software Escrow Deposit clause requires that the source code and related materials for a software product be deposited with a neutral third-party escrow agent. This arrangement ensures that, in the event the software vendor fails to meet certain obligations—such as going out of business or failing to provide support—the licensee can access the source code to maintain or update the software. The core function of this clause is to protect the licensee from risks associated with vendor dependency, ensuring business continuity and ongoing access to critical software.
Software Escrow Deposit. Pursuant to the Software Escrow Agreement, at or prior to the Closing, Seller shall deposit in escrow a full, complete and functional copy of the following (including any Seller Interconnect Technology and Third Party Aries/Pisces Technology contained therein): (i) the Verilog RTL code for the Aries and Pisces Seller Interconnects, and (ii) any documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such Verilog RTL code that are not otherwise delivered to Purchaser or its designee on or before Closing (collectively, “Technology Deposit Materials”) with Iron Mountain Incorporated (the “Escrow Agent”). The Technology Deposit Materials shall be released to Purchaser as set forth in the Software Escrow Agreement. The Software Escrow Agreement shall terminate as set forth in the Software Escrow Agreement, including upon written notice from Purchaser to the Escrow Agent or upon Purchaser’s receipt of all such Technology Deposit Materials. All fees and expenses payable to the Escrow Agent for the establishment and maintenance of such escrow arrangement shall be borne and paid by Purchaser.
Software Escrow Deposit. Pursuant to the Software Escrow Agreement, Seller shall have deposited in escrow the Technology Deposit Materials.