SOURCE CODE, ESCROW AND VERIFICATION SERVICES Sample Clauses

SOURCE CODE, ESCROW AND VERIFICATION SERVICES. 6.1 The source code to any Software in which the Intellectual Property Rights are, or are to be, owned by the Contracting Authority, together with any programmers’ notes and other documentation reasonably required to operate the source code in object code form and to maintain and adapt the source code, shall be supplied to the Contracting Authority when that part of the Deliverables is supplied to the Contracting Authority. 6.2 Where required by the Contracting Authority and agreed by the Parties in a Call- Off Contract, the source code to any Software forming part of the Service Provider’s own Intellectual Property Rights and/or Third Party IPR, together with any programmers’ notes and other documentation reasonably required to operate the source code in object code form and to maintain and adapt the source code (“Escrow Materials”) shall be subject to source code deposit arrangements and verification services to be entered into, on such terms as are reasonably acceptable to the Contracting Authority (whether in relation to part or all of the Software) for the benefit of the Contracting Authority, the TfL Group and their authorised agents with either a reputable escrow company on their then standard terms (whether single or multi-user escrow) and providing for the release of the source code of such Software in the event of insolvency (or analogous events) of the Service Provider, inadequate performance of support or maintenance obligations (if any) or cessation of trade by the Service Provider. The charges payable to such escrow agent shall be borne by the Contracting Authority, unless otherwise set out and agreed in a Call-Off Contract. 6.3 The Service Provider shall at all times ensure that the Escrow Materials deposited with the escrow agent are capable of being used to generate and maintain and adapt the latest version of the Software and the Service Provider shall deliver to such escrow agent an updated copy of the Escrow Materials as and when necessary for this purpose or when requested to do so by the Contracting Authority. 6.4 This clause 6 shall survive termination of this or part of this Framework Agreement and any Call-Off Contract.
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