Common use of Software Source Code Clause in Contracts

Software Source Code. 25.1 Seller agrees that it will at all times maintain a complete package of source code or programs, statements, and software documentation (the "Documentation Package") corresponding to the software which AT&T does not have in its possession. Seller further agrees to maintain the aforementioned source programs, statements, and documentation current by updating the Documentation Package to include any modifications, improvements, enhancements or replacement programs within [*] after their availability. 25.2 In the event that Seller ceases to carry on business on a regular basis, or fails or is unable to maintain any software licensed under this Agreement for any reason for a period of [*], Seller will deliver the Documentation Package(s) to AT&T. Delivery of the deposited materials will be made to AT&T after written request by AT&T, stating the grounds upon which the request is made. Once the deposited materials have been delivered to AT&T, AT&T will have the non-exclusive right to use the materials, [*], to maintain the software and software documentation for its present customer base. If Seller disagrees with AT&T's determination that the Documentation Package should be delivered, the matter will be submitted for dispute resolution in accordance with Section 9.7 of the Purchase and Sale Agreement, provided; however, that (a) the "Senior Executives" identified in Section 9.7(b) will be senior members of the Seller's OEM sales business, and the Buyer's supply line management or purchasing organizations; (b) the time period specified in Section 9.7(c) will apply; and (c) the parties shall request hearing pursuant to the AAA's rules for expedited hearing. 25.3 In the event that AT&T reasonably believes that Seller will either cease carrying on business on a regular basis, or fail to provide software support as required by this Agreement, then AT&T may request, and Seller will agree, to negotiate in good faith the terms of an escrow agreement governing the Documentation Package(s).