Source Code Escrow Sample Clauses
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Source Code Escrow. (a) Promptly following the execution of this Agreement, the Company agrees to deposit into escrow (the "Source Code Escrow") with Brambles NSD, Inc., or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements.
(b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code.
(c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted...
Source Code Escrow. 1. For all computer software furnished to the District with the rights specified in section B.2, the Contractor shall furnish to the District, a copy of the source code with such rights of the scope as specified in section B.2 of this clause. For all computer software furnished to the District with the restricted rights specified in section B.1 of this clause, the District, if the Contractor either directly or through a successor or affiliate shall cease to provide the maintenance or warranty services provided the District under the contract or any paid-up maintenance agreement, or if the Contractor should be declared insolvent by a court of competent jurisdiction, shall have the right to obtain, for its own and sole use only, a single copy of the current version of the source code supplied under the contract, and a single copy of the documentation associated therewith, upon payment to the person in control of the source code the reasonable cost of making each copy.
2. If the Contractor or Product manufacturer/developer of software furnished to the District with the rights specified in section B.1 of this clause offers the source code or source code escrow to any other commercial customers, the Contractor shall either: (1) provide the District with the source code for the Product; (2) place the source code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the District, and who shall be directed to release the deposited source code in accordance with a standard escrow arrangement acceptable to the District; or (3) will certify to the District that the Product manufacturer/ developer has named the District as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the District, and who shall be directed to release the deposited source code in accordance with the terms of escrow.
3. The Contractor shall update the source code, as well as any corrections or enhancements to the source code, for each new release of the Product in the same manner as provided above, and certify such updating of escrow to the District in writing.
Source Code Escrow. (a) At DIR’s request, Successful Respondent shall deposit in escrow with an escrow agent selected by DIR the source code and related documentation for Successful Respondent Owned Materials consisting of Software in any of the following circumstances:
(i) in the case of any such Software that is no longer routinely supported by Successful Respondent; or
(ii) in the case of any such Software for which source code is made available to other Successful Respondent customers (including through such escrow arrangements).
(b) In the event of the occurrence of any event giving rise to termination of this Agreement by DIR pursuant to Section 13.4 Termination for Insolvency, Successful Respondent shall provide reasonable assurance to DIR that such occurrence has not and shall not jeopardize Successful Respondent Owned Materials continuing to be routinely supported by Successful Respondent comparable to that provided prior to such occurrence. If Successful Respondent shall be unable to comply with the foregoing to DIR's reasonable satisfaction, Successful Respondent shall, upon direction from DIR, comply with the obligations of this Section as if such Successful Respondent Owned Materials were then no longer routinely supported by Successful Respondent.
(c) At DIR’s request, Successful Respondent shall deposit in escrow, with an escrow agent selected by DIR, the source code and related documentation, to the extent available to Successful Respondent, for any Third Party Materials consisting of Software used by Successful Respondent to perform the Services; provided, however, that this obligation will not be applicable to Commercial Off-the-Shelf (COTS) Third Party Materials. Any such escrow shall be governed by and subject to the terms and conditions appearing in the Escrow Agreement attached hereto as Attachment 3 Form of Source Code Escrow Agreement, as such terms and conditions may be modified by DIR and the escrow agent. Unless approved by DIR, Successful Respondent shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right to the source code for such software, other than COTS Third Party Materials as permitted above, whether by escrow or otherwise. While Successful Respondent shall not be required to escrow third party COTS software, Successful Respondent shall ensure that Successful Respondent provides all licenses and other rights required under this Agreement.
Source Code Escrow. 16.1 Within six (6) months following the completion and acceptance of the Deliverables, WINK shall enter into a standard form of source code escrow agreement ("Escrow Agreement") with Data Securities International, Inc. ("Escrow Agent"). Such Escrow Agreement shall provide for WINK's delivery and deposit from time to time (including Product Releases, Version Releases and Updates) with the Escrow Agent of source code and proprietary materials in both electronic (e.g., CD-ROM or diskette) and documented paper format for each piece of software ("Escrow Materials") related to the Licensed Products and WINK shall make such deposits. Until a condition of release ("Release Condition") occurs as defined herein and the notice conditions of the Escrow Agreement have been met, the Escrow Agent shall not deliver the Escrow Materials to TAK. The fees and costs charged by the Escrow Agent to establish and maintain the Escrow Agreement shall be paid by WINK (provided that 50% of such amount shall be reimbursed to WINK by TAK) Any of the following events shall be deemed to be Release Conditions:
(i) WINK defaults on its obligation to cure a major bug, such bug being of a nature to significantly affect TAK's business and such default is not cured within forty-five (45) days after written notice by TAK; or
(ii) WINK fails to deliver a major enhancement to the WINK Engine in any four (4) year period following the date of the last Product Release and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or
(iii) Having notified TAK of its decision pursuant to the provisions of Section 6.13, WINK fails to commit to promptly develop (at WINK's normal consulting rates) any new Version Release or Product Release requested by TAK and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or
(iv) WINK fails to provide Support as set forth in this Agreement and such default is not cured within sixty (60) days after written notice by TAK, or
(v) WINK files or there is filed against it any petition in bankruptcy which petition has not been dismissed within 60 days of its filing, provided however, that no Release Condition shall occur in the event the WINK is a "debtor-in-possession" under a Chapter 11 proceeding [and no Release Condition has otherwise occurred under Section 16(i), (ii), (iii) or (iv) above].
Source Code Escrow. As of the Effective Time, with respect to all Source Code owned or controlled by Service Provider immediately before the Effective Date, Service Provider has taken all actions required to be taken on or before the Effective Date pursuant to Section 6.4.5.
Source Code Escrow. Pursuant to 62 O.S. § 34.31, if customized computer software is developed or modified exclusively for a State agency, the Supplier has a continuing obligation to comply with such law and place the source code for such software and any modifications thereto into escrow with an independent third party escrow agent. Supplier shall pay all fees charged by the escrow agent and enter into an escrow agreement, the terms of which are subject to the prior written approval of the State, including terms that provide the State receives ownership of all escrowed source code upon the occurrence of any of the following:
9.1 A bona fide material default of the obligations of the Supplier under the agreement with the applicable Customer;
9.2 An assignment by the Supplier for the benefit of its creditors;
9.3 A failure by the Supplier to pay, or an admission by the Supplier of its inability to pay, its debts as they mature;
9.4 The filing of a petition in bankruptcy by or against the Supplier when such petition is not dismissed within sixty (60) days of the filing date;
9.5 The appointment of a receiver, liquidator or trustee appointed for any substantial part of the Supplier’s property;
9.6 The inability or unwillingness of the Supplier to provide the maintenance and support services in accordance with the agreement with the agency;
9.7 Supplier’s ceasing of maintenance and support of the software; or
9.8 Such other condition as may be statutorily imposed by the future amendment or enactment of applicable Oklahoma law.
Source Code Escrow. In the event that (i) IM becomes insolvent or bankrupt, (ii) IM makes an assignment for the benefit of creditors, (iii) IM consents to a trustee or receiver appointment, (iv) a trustee or receiver is appointed for IM or for a substantial part of its property without its consent, (v) IM voluntarily initiates bankruptcy, insolvency, or reorganization proceedings, or is the subject of involuntary bankruptcy, insolvency, or reorganization proceedings, or (vi) IM announces that it has entered into an agreement to be acquired by a then named Competitor, then IM and ATMI will negotiate in good faith to enter into a source code escrow agreement with Iron Mountain Incorporated in a form provided by Iron Mountain Incorporated (or if Iron Mountain Incorporated is no longer engaging in the source code escrow business, a mutually agreed source code escrow company) setting forth source code escrow deposit procedures and source code release procedures relating to Informatics Software. Notwithstanding the foregoing, the escrow instructions shall provide for a release of the source code to ATMI of the Informatics Software only upon the occurrence of (a) the filing of a Chapter 7 bankruptcy petition by IM, or a petition by IM to convert a Chapter 11 filing to a Chapter 7 filing; (b) the cessation of business operations by IM; or (c) the failure on the part of IM to comply with its contractual obligations to ATMI to comply with its maintenance and support obligations for a period of more than [*] after it has received written notice of said breach. Any dispute between the parties over whether an event has occurred that would trigger a release of source code to ATMI pursuant to the source code escrow instructions shall be resolved pursuant to Section 12.16. In the event of a release of Informatics Software source code pursuant to this section, said source code shall continue to be the Confidential Information of IM or its successor in interest In the event of a release of source code to ATMI from escrow, ATMI may only use, copy and/or modify the source code consistent with the purposes of this agreement (or have a contractor who has agreed in writing to confidentiality provisions as restrictive as those set forth in this Agreement do so on its behalf).
Source Code Escrow. Schedule 4.22(c) contains a list of all ------------------ agreements under which Company has delivered source code for any Company Software Product to be held in escrow and released upon the occurrence of certain events or conditions. Company has made available to Digital Angel copies of all such source code escrow agreements.
Source Code Escrow. If either the Product manufacturer/developer or the Contractor offer source code or source code escrow to any other commercial customer, or if either entity seeks bankruptcy protection, then the Contractor shall either (1) provide licensee with source code for the Product, (2) place the source code in a third-party escrow arrangement with a designated escrow agent, which shall be identified to the Department, and which shall be directed to release the deposited source code in accordance with a standard escrow agreement acceptable to the Department, or (3) certify to the Department that the Product manufacturer/developer has named the State, acting by and through the Department, and the licensee, as named beneficiaries of an established escrow arrangement with its designated escrow agent, which shall be identified to the Department and licensee, and which shall be directed to release the deposited source code in accordance with the terms of escrow. Source code, as well as any corrections or enhancements, shall be updated for each new release of the Product in the same manner as provided above and such updated shall be certified in writing to the Department. The Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this paragraph. The State may release the source code to licensees under the Contract which have licensed Product or obtained services, and which may use the copy of the source code to maintain the Product.
Source Code Escrow. ▇▇▇▇ shall deposit in escrow all source code for software necessary to operate the ▇▇▇▇ Product (including source code for software within the Interrogator, as may exist as of the date hereof and as updated), as imaged on a hard drive with all of the files and utilities necessary to compile or synthesize the source code, together with any documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code (collectively, “▇▇▇▇ Product Deposit Materials”) with [****]. ▇▇▇▇ shall periodically update such ▇▇▇▇ Product Deposit Materials with the latest versions thereof, but no less frequently than once each calendar quarter. The ▇▇▇▇ Product Deposit Materials shall be released to Intuitive in the event any of the following occurs (but not in any other case): (i) refusal of ▇▇▇▇ to perform continued development, maintenance, upgrading, or support of the software within the ▇▇▇▇ Product Deposit Materials under ▇▇▇▇’▇ standard rates or under other reasonable and customary terms (it being understood that ▇▇▇▇ has no obligation to do so hereunder outside of the Development Program or outside of obligations arisen from the triggering of Standby Rights under Section 8.3) or failure of ▇▇▇▇ to provide such services after agreeing to do so (following notice and an opportunity to cure such failure within [****], and (ii) the bankruptcy, liquidation or insolvency of ▇▇▇▇ or an assignment for the benefit of creditors by ▇▇▇▇. All fees and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. expenses payable to [****] for the establishment and maintenance of such escrow arrangement shall be borne and paid by Intuitive. Within [****] days following the date of this Amendment, the Parties shall negotiate and enter into an escrow agreement between the Parties and [****] to establish the escrow arrangement described above under the terms and conditions described above (and other reasonable and customary terms and conditions). ▇▇▇▇ shall make the initial deposit of the materials described above into escrow within [****] after such escrow agreement is entered into.