Source Code Release Clause Samples

A Source Code Release clause requires a party, typically a software developer or vendor, to provide the source code of a software product to another party under certain conditions. This clause often applies if the vendor goes out of business, fails to provide support, or breaches the agreement, triggering the release of the source code to the client or an escrow agent. Its core function is to ensure that the client can maintain, update, or continue using the software even if the original provider is unable or unwilling to do so, thereby mitigating the risk of software abandonment.
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Source Code Release. Anthem shall have the right to obtain the Source Code Materials from the escrow agent (or directly from Castlight) if one of the following events occurs: (a) if Castlight ceases to provide the Enterprise Services to Anthem under this SOF 5 for fifteen (15) consecutive days; (b) if the court appoints a receiver for Castlight; (c) if a bankruptcy court terminates the SaaS Agreement and this SOF 5; or (d) if the authorized spokesperson of Castlight makes a public written statement that Castlight will no longer support the Enterprise Services for Anthem; provided that Anthem is not then in material default under this SOF 5 (each of (a) - (d) a “Release Event”). Upon occurrence of a Release Event, the escrow agent (or Castlight, as applicable) shall provide to Anthem, at no additional cost to Anthem and within ten (10) business days after the escrow agent’s (or Castlight's, as applicable) receipt of Anthem's written request, one complete copy of the Source Code Materials (and of the two (2) prior versions, if requested by Anthem), along with all documentation necessary for the use of such Source Code. Upon Anthem’s receipt of the Source Code Materials, Anthem shall have a paid-up, royalty-free, nonexclusive, non-transferable license to use, copy, modify and make enhancements to the Source Code Materials to modify and maintain the Software for the uses permitted by this Agreement for the sole purpose of enabling Anthem to continue to use the Enterprise Services as permitted by this SOF 5, but only until the expiration of the Term of this SOF 5. Upon expiration of the Term of this SOF 5, Anthem shall cease using and delete, destroy, or return, to Castlight all copies of the Source Code Materials and, upon request, certify in writing to Castlight that all copies of Source Code Materials have been deleted, destroyed or returned, provided that Anthem may keep one read-only archive copy of the Source Code Materials within a secured location solely as required for purposes of complying with applicable laws and regulations. Anthem will not disclose any Source Code Materials to any third party, except, subject to Anthem’s compliance with its confidentiality obligations in the SaaS Agreement, solely to Anthem’s employees and contractors who need to use the Source Code Materials for Anthem’s exercise of the license granted under this Section VII.B and as necessary for integration of features and functionality of the Enterprise Services.
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Source Code Release. Neither the Company, any of its Subsidiaries, nor any Person acting on behalf of the Company or any of its Subsidiaries has disclosed or delivered to any third party, or permitted the disclosure or delivery to any escrow agent or other Person of, any Company Source Code (as defined below). No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, require the disclosure or delivery by the Company, any of its Subsidiaries or any other Person acting on behalf of the Company or any of its Subsidiaries to any third party of any Company Source Code. ‎Section 2.8(o) of the Disclosure Schedule identifies each Contract under which the Company or any of its Subsidiaries has deposited, or is or may be required to deposit, with an escrow agent or other third party, any Company Source Code. Neither the execution of this Agreement nor the consummation of any of the Transactions, in and of itself, would reasonably be expected to result in the release of any Company Source Code from escrow or otherwise trigger any rights to any Company Source Code to be granted to any Person. “Company Source Code” means, collectively, any human readable Software source code, or any material portion or aspect of the Software source code, or any material proprietary information or algorithm contained, embedded or implemented in, in any manner, any Software source code, in each case for any Company Product.
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Source Code Release. During the Initial Software Maintenance Term and any applicable Renewal Term, McKesson agrees that in the event it (i) fails to cure a material breach of its Software Maintenance Services obligations hereunder or (ii) discontinues Software Maintenance Services for the applicable Software for its customers in general, McKesson, upon Customer’s written request, shall deliver to Customer, for all Generally Available McKesson-owned Software, source code and Documentation of every kind and nature necessary for Customer to operate said Software solely in accordance with the terms of this Agreement (“Released Source Code”).
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Source Code Release. Except as set forth on Section 2.8(n) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries, nor any Person acting on behalf of the Company or any of its Subsidiaries has disclosed or delivered to any third party, agreed to or permitted the disclosure or delivery to any escrow agent or other Person of, any Company Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, require the disclosure or delivery by the Company, any of its Subsidiaries or any other Person acting on behalf of the Company or any of its Subsidiaries to any third party of any Company Source Code. Neither the execution of this Agreement nor the consummation of any of the Transactions, in and of itself, would reasonably be expected to result in the release of any Company Source Code from escrow or otherwise trigger any rights to any Company Source Code to be granted to any Person. “Company Source Code” means, collectively, any human readable Software source code, or any material portion or aspect of the Software source code, or any material proprietary information or algorithm contained, embedded or implemented in, in any manner, any Software source code, in each case for any Company Product.
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Source Code Release. Except as set forth on Section 2.8(k) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries, nor any Person acting on behalf of the Company or any of its Subsidiaries has disclosed or delivered to any third party, agreed to or permitted the disclosure or delivery to any escrow agent or other Person of, any Company Source Code, except to the extent necessary to enable third party contractors acting pursuant to appropriate confidentiality agreements to perform contracted services for or on behalf of the Company or any of its Subsidiaries. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, require the disclosure or delivery by the Company, any of its Subsidiaries or any other Person acting on behalf of the Company or any of its Subsidiaries to any third party of any Company Source Code. Neither the execution of this Agreement nor the consummation of any of the Transactions, in and of itself, would reasonably be expected to result in the release of any Company Source Code from escrow or otherwise trigger any rights to any Company Source Code to be granted to any Person. Insofar as is Known to the Company, the Company’s products and services (including Company Source Code used in connection with such products or services) are rendered free of material errors and defects at the time of general commercial release or performance. “Company Source Code” means, collectively, any human readable Software source code or any material portion or aspect of the Software source code, in each case for any Company Intellectual Property.
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Source Code Release. AgileCraft will deliver a copy of the source code of the Software to Licensee within fifteen
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Source Code Release. Release of the Source Code Materials to Licensee for a particular Program shall be on terms and conditions (including notice, redeposit and other provisions) as set forth in the Source Code Escrow Agreement, but in any event such release shall be granted if: (i) GeoTel becomes unable to support such Program by reason of insolvency, making an assignment for the benefit of creditors, having a receiver appointed to manage its affairs, ceasing to do business or being adjudicated a bankrupt under the laws of the United States; and (ii) Licensee's use of such Program is likely to be seriously impaired as a result.
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Source Code Release. Notwithstanding anything in this Amendment or otherwise to the contrary, HealthAxis shall not be obligated to release any source code for the Non-Retail Presentation Layer Software and Other Common Modules to Digital pursuant to Section 3.3 of the License and Consulting Agreement unless and until Digital has fully satisfied the Additional Funding Requirement as specified in Section 7 of this Amendment, or if Digital fails to satisfy the Additional Funding Requirement, then upon payment in full of all amounts which will then become due to HealthAxis as provided in Section 7 below: provided, however, that Digital shall remain entitled to such source code pursuant to the terms and conditions of the Escrow Agreement and as specified in Section 3.2 of the License and Consulting Agreement
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Related to Source Code Release

  • 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.

  • Source Code License Subject to the terms and conditions of this ▇▇▇▇, if You separately acquire a Source Code License, You are licensed to use the Source Code. A separate independent Source Code License is also required for each affiliate or subsidiary using the SOFTWARE. i. You expressly do not have, and are not granted the right to use the Source Code to create any derivative works. ii. You expressly do not have, and are not granted the right to modify the SOFTWARE or its Source Code in any way unless the appropriate Source Code modification license has been purchased. iii. Under no circumstances may the Source Code or any portion thereof be distributed, disclosed or otherwise made available to any third party outside of Your organization. iv. GC shall retain all rights, title and interest in and to the licensed Source Code, and all GC updates, modifications or enhancements thereof. Nothing herein shall be deemed to transfer any ownership or title rights in and to the licensed Source Code from GC to You. v. THE SOURCE CODE IS PROVIDED TO YOU AS IS. GC DOES NOT AND SHALL NOT PROVIDE YOU WITH ANY TECHNICAL SUPPORT, OR ANY AUTOMATIC UPDATES OR UPGRADES FOR YOUR SOURCE CODE LICENSE.

  • Source Code 5.1 Nothing in this ▇▇▇▇ shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.

  • Software Updates ▇▇▇▇▇ agrees to keep current with software licensed from Skyward and will install new versions on a timeline approved by ▇▇▇▇▇ governance. This timeline will be communicated by NWRDC to the Districts.