Source Code Escrow Account Clause Samples

A Source Code Escrow Account clause establishes a mechanism for securely storing a software application's source code with a neutral third party, known as an escrow agent. This arrangement typically applies when a licensee relies on proprietary software developed by a vendor, and the source code is deposited into escrow to be released under specific conditions, such as the vendor's bankruptcy or failure to maintain the software. The core function of this clause is to protect the licensee's interests by ensuring continued access to the software's source code in critical situations, thereby mitigating the risk of business disruption.
Source Code Escrow Account. Within thirty (30) days of the installation date for any module or application software provided by CONTRACTOR, CONTRACTOR shall deposit in an escrow account managed by a fiduciary agent approved by DLEC, one (1) copy of all source code and all related documentation of the CONTRACTOR’S APPLICATION SOFTWARE products provided under this Agreement. CONTRACTOR also guarantees that the source code for all future updates, error fixes, new releases, etc., and all associated documentation (user and system manuals, etc.) will be updated and placed in said escrow account at least annually. DLEC reserves the right to verify all deposits for their accuracy and content. The CONTRACTOR understands and hereby acknowledges that failure on the part of the CONTRACTOR to maintain accurate and timely escrow deposits may result in unknown and undetermined damages to DLEC in the event the CONTRACTOR subsequently discontinues support (for any reason) for the products provided under this Agreement. In the event CONTRACTOR discontinues support of the application software licensed under this Agreement for any reason, DLEC will have access to the source code as a named Licensee under the terms of the Escrow Agreement so that DLEC may continue operation and maintenance of the system. DLEC shall pay all fees associated with this escrow account. Under the terms and conditions of this Agreement, the CONTRACTOR has agreed to perform a variety of services and provide a variety of products for the implementation of an integrated Records Management, Jail Management, and Field Reporting System for DLEC. As such, the CONTRACTOR agrees to perform all services as described in this Exhibit including: project management, ordering and installation of all necessary hardware and operating system software, installation of CONTRACTOR’S application software, development and installation of CONTRACTOR’S custom software ordered by DLEC, training, conversion, testing and implementation services. The Scope of Work to be completed by CONTRACTOR includes by reference and by addendum 1) DLEC’s Request for Proposal document dated Aug 16, 2011; 2) the CONTRACTOR’S response to DLEC’s Request for Proposal (dated Sept 22 2011); 3) correspondence as identified in Exhibit I (Correspondence); 4) this Agreement; and 5) the Functional Requirements Document. The Scope of Work document shall be expanded by mutual agreement to include the tasks, duties and responsibilities identified during the development of the Project ...
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Source Code Escrow Account. On the date of “go-live” for the System, of if applicable, each subsystem Developer shall deliver a fully commented and fully documented copy of the Source Code to , the Developer’s source code escrow agent The City may access and use the Source Code under the terms and conditions stated in the Source Code Escrow Agreement.
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Source Code Escrow Account. All Source Code associated with the Licensed Technology shall be kept in escrow and updated on a regular basis, and will be updated and released to Licensee in the event of one of the following: (i) liquidation of Licensor; 8 (ii) filing of insolvency or bankruptcy by Licensor which is not dismissed within ninety (90) days;
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Source Code Escrow Account. Pursuant to the terms of Exhibit I, Source 31 Code Escrow Agreement, the parties have agreed to add the City as a 32 beneficiary of its Source Code escrow arrangement. Upon general issuance of 33 major Software Updates and/or Product Replacements to its customers, 34 ▇▇▇▇▇▇▇▇ shall, within thirty (30) days, provide the escrow agent with the 35 Source Code and Documentation for the Updates and/or Product 36 Replacements as applicable. City may access and use the Source Code and 37 Documentation under the provisions stated in the Source Code Escrow 38 Agreement.
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Related to Source Code Escrow Account

  • Source Code Escrow On the date hereof, Company shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of the source code (the "Source Code") for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"). Within [ ** ] of the installation of any new update to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement for use in continued provision of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED.

  • Escrow Account 27.1.1 The Concessionaire shall, prior to the Appointed Date, open and establish an Escrow Account with a Bank (the "Escrow Bank") in accordance with this Agreement read with the Escrow Agreement. 27.1.2 The nature and scope of the Escrow Account shall be fully described in the agreement (the "Escrow Agreement") to be entered into amongst the Concessionaire, the Authority, the Escrow Bank and the Senior Lenders through the Lenders' Representative, which shall be substantially in the form set forth in Schedule-S.

  • Establishment of Escrow Account; Deposits in Escrow Account With respect to those Mortgage Loans on which the Servicer or any Sub-Servicer collects Escrow Payments, if any, the Servicer shall, and shall cause the Sub-Servicer to, segregate and hold all funds collected and received pursuant to each such Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of trust accounts. Such Escrow Accounts shall be established with a commercial bank, a mutual savings bank or a savings and loan association the deposits of which are insured by the FDIC in a manner which shall provide maximum available insurance thereunder, and which may be drawn on by the Servicer. The Servicer shall give notice to the Trustee of the location of any Escrow Account, and of any change thereof, prior to the use thereof. Nothing in this paragraph shall be deemed to require the Servicer to collect Escrow Payments in the absence of a provision in the related Mortgage requiring such collection. The Servicer shall deposit, or cause to be deposited, in any Escrow Account or Accounts on a daily basis, and retain therein, (i) all Escrow Payments collected on account of any Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement and (ii) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair of any Mortgaged Property. The Servicer shall make withdrawals therefrom only to effect such payments as are required under this Agreement, and for such other purposes as are set forth in Section 5.11. The Servicer shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the related Mortgagor and, to the extent required by law, the Servicer shall pay interest on escrowed funds to the related Mortgagor notwithstanding that the Escrow Account is non-interest-bearing or that interest paid thereon is insufficient for such purposes.

  • Deposits into Escrow Account (a) Issuer Party shall direct Subscribers to, and Subscribers shall, directly deliver to NCPS all Cash Investment Instruments for deposit in the Escrow Account. Each such direction shall be accompanied by a Subscription Accounting. ALL FUNDS DEPOSITED INTO THE ESCROW ACCOUNT PURSUANT TO THIS SECTION 3 SHALL REMAIN THE PROPERTY OF EACH SUBSCRIBER ACCORDING TO SUCH SUBSCRIBER’S INTEREST AND SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE BY NCPS OR BY JUDGMENT OR CREDITORS’ CLAIMS AGAINST ISSUER PARTY UNTIL RELEASED OR ELIGIBLE TO BE RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a). ISSUER PARTY SHALL NOT RECEIVE CASH INVESTMENT INSTRUMENTS DIRECTLY FROM SUBSCRIBERS. (b) Issuer Party understands and agrees that all Cash Investment Instruments received by NCPS pursuant to this Agreement are subject to collection requirements of presentment, clearing and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. NCPS shall process each Cash Investment Instrument for collection promptly upon receipt, and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Section 4. If, upon presentment for payment, any Cash Investment Instrument is dishonored, NCPS’s sole obligation shall be to notify Issuer Party of such dishonor and, if applicable, to promptly return such Cash Investment Instrument to Subscriber. Notwithstanding, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by NCPS, Issuer Party shall immediately reimburse NCPS upon receipt from NCPS of written notice thereof, including, without limitation, any fees or expenses with respect thereto, which NCPS may collect from Issuer Party pursuant to Section 10. (c) Upon receipt of any Cash Investment Instrument that represents payment of an amount less than or greater than the Cash Investment, NCPS’s sole obligation shall be to notify Issuer Party, depending upon the source of the of the Cash Investment Instrument, of such fact and to pay to Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or promptly return to Subscriber such Subscriber’s Cash Investment Instrument upon receipt from Subscriber of any required payment instructions; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. (d) NCPS shall not be obligated to accept, or present for payment, any Cash Investment Instrument that is not properly made payable or endorsed as set forth in Section 1(d). (e) Issuer Party shall, or cause Subscriber to, provide NCPS with information sufficient to effect such return to Subscriber as outlined in this Section 3, including, without limitation, updated payment information in the event a return to Subscriber for any reason cannot be made by the same method as received by NCPS. (f) In the event any party other than NCPS receives a Cash Investment Instrument, Issuer Party agrees to promptly, and in no event later than one Business Day after receipt, deliver or cause to be delivered such Cash Investment Instrument to NCPS for deposit into the Escrow Account.

  • Establishment of Escrow Accounts; Deposits in Escrow Accounts The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts. The Escrow Account shall be an Eligible Account. Funds deposited in each Escrow Account shall at all times be insured in a manner to provide maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted Investments. Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement in the form shown in Exhibit C. The original of such letter agreement shall be furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser. The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein: (i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement; (ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and (iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements. The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this Agreement, and for such other purposes as shall be as set forth or in accordance with Section 4.07. The Company shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the Mortgagor and, to the extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such purposes. The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.