Source Code Escrow Sample Clauses

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. 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. 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. During the period commencing on the Closing Date and ending fifteen (15) years thereafter, ▇▇▇▇▇▇ shall deposit and maintain in escrow all source code within the Licensed ▇▇▇▇▇▇ IP and Licensed ▇▇▇▇ IP (and documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code) in ▇▇▇▇▇▇’▇ possession and under ▇▇▇▇▇▇’▇ control for software necessary to operate Products within the Licensed Fields and using FOSSL Technology, or developed by ▇▇▇▇▇▇ pursuant to any separate agreement with Philips and involving or relating to FOSSL Technology as imaged on a hard drive (collectively, “Source Code Materials”) with [***] (or, if [***] is not reasonably available, with another reputable software escrow company to be mutually agreed by the Parties). 5.1 During such period, ▇▇▇▇▇▇ shall periodically update such Source Code Materials with the latest versions thereof in ▇▇▇▇▇▇’▇ possession and under ▇▇▇▇▇▇’▇ control. 5.2 During such period, the Source Code Materials shall be released to Philips in the event of the bankruptcy, liquidation or insolvency of ▇▇▇▇▇▇ or an assignment for the benefit of creditors by ▇▇▇▇▇▇, or in the event that Philips requires access to the Source Code Materials to comply with any governmental request. In addition, unless otherwise provided for separately in an agreement between ▇▇▇▇▇▇ and Philips, if Philips requests modifications to software licensed hereunder, including without limitation bug fixes or additional functionality requested by Philips, and ▇▇▇▇▇▇ refuses to perform the development, maintenance or support of such software requested by Philips at ▇▇▇▇▇▇’▇ standard rates or other reasonable and customary terms (it being understood that ▇▇▇▇▇▇ has no obligation to do so), then ▇▇▇▇▇▇ shall cause the release of the applicable portion of the software to Philips. Philips shall protect the confidentiality of any source code made available to it hereunder with the same degree of care it uses to protect its own source code and in any event no less than reasonable care. 5.3 All fees and expenses payable to [***] (or such other escrow company, if any) for the establishment and maintenance of such escrow arrangement shall be borne and paid by Philips. 5.4 If ▇▇▇▇▇▇ has in ▇▇▇▇▇▇’▇ possession and under ▇▇▇▇▇▇’▇ control any source code within the Licensed ▇▇▇▇ IP (e.g., after the release of such source code to ▇▇▇▇▇▇ pu...

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. 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. With respect to any and all Project Source Code, the Borrower shall, and shall cause each applicable Borrower Entity and any of its Affiliates to, at the Borrower’s cost and expense: (i) no later than [*****] after the Effective Date and, thereafter, upon execution of any Project IP Agreement containing Source Code, enter into a Source Code escrow agreement for the benefit of the Secured Parties with the Collateral Agent and the Guarantor containing: (A) terms and conditions (including release conditions, such conditions to include an unwillingness or inability to support or maintain the Software) that are usual and customary for Source Code escrow arrangements satisfactory to the Guarantor; and (B) the grant to the Secured Parties by any Borrower Entity or the third party that licenses Source Code to the Borrower, as applicable (effective as of the Effective Date, or if acquired later, upon such acquisition date, but enforceable following the occurrence of any release condition specified in the Source Code escrow agreement), of an irrevocable, non-terminable, perpetual, non-exclusive, transferable, sublicensable, fully paid-up and royalty-free right and license to use or otherwise Practice, compile and execute and all Source Code and other materials placed into escrow pursuant to clause (ii) below, solely for purposes of operating and maintaining the Project, as applicable; and (ii) promptly deposit in escrow (A) a complete, reproducible copy of all Project Source Code that is relevant to operating and maintaining the Project, as applicable, and (B) all revisions, modifications and enhancements to such Project Source Code (including updates, upgrades and corrections thereto, and derivative works thereof) as such revisions, modifications or enhancements are used in or otherwise made available to the Project, in each case, together with all such documentation or materials as are reasonably required to exercise the rights granted in clause ‎(B) above and evidence that all related costs and expenses shall be borne by any Borrower Entity.

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. 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.