Source Materials Escrow Sample Clauses
The Source Materials Escrow clause establishes a requirement for certain key materials, such as software source code or technical documentation, to be deposited with a neutral third-party escrow agent. This arrangement typically applies in situations where a licensee or customer relies on proprietary materials owned by a vendor, and the materials are held in escrow to be released under specific conditions, such as the vendor’s bankruptcy or failure to support the product. The core function of this clause is to protect the licensee’s interests by ensuring continued access to essential materials, thereby mitigating the risk of business disruption if the vendor is unable or unwilling to fulfill its obligations.
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Source Materials Escrow. WRT shall within ten (10) business days after the Effective Date, establish and maintain in escrow the then-current version of the Source Materials with a mutually acceptable third party escrow agent. The cost and expenses of such escrow shall be paid by WRT. WRT shall maintain such escrow, and update the Source Materials, no less than annually. WRT’s agreement to maintain such escrow and update the Source Materials is a material provision of this Agreement. MG is hereby granted an exclusive, royalty-free license within the Territory, under all WRT Intellectual Property, to use, copy, modify, display and create derivative works of the Source Materials, in order to use, make, have made, sell, import, copy, display, create derivative works of and otherwise distribute the WRT Products. The Source Materials shall remain the Confidential Information of, and owned by, WRT. The Source Materials will be released to MG by the third party escrow agent if (a) WRT fails to continue to do business in the ordinary course or discontinues its support of the WRT Products; (b) WRT fails to provide Technical and Support Services to End-Users as required, (c) MG terminates this Agreement due to an uncured breach by WRT which has not been cured within ninety (90) days from notice thereof, or (d) (i) upon commencement of a proceeding to liquidate WRT in bankruptcy, in which WRT is the named debtor; (ii) an assignment for the benefit of its creditors, or (iii) the appointment of a receiver for WRT is instituted by or against WRT.
Source Materials Escrow hCentive shall, at Optum’s expense, establish and maintain an escrow account naming Customer and Optum as beneficiaries for all Software Deliverables, the hCentive WebInsure State Software, and all other Third Party Software and each System identified in the Statement of Work as being subject to the escrow account. hCentive, Optum, Customer and a reputable escrow agent selected by Customer to maintain the escrow account (the “Escrow Agent”) shall enter into an escrow agreement using the Escrow Agent’s standard form (with commercially reasonable modifications as agreed to by hCentive, Optum, Customer and the Escrow Agent in good faith). The escrow agreement shall include the following provisions:
(a) Then-current Source Materials will be deposited upon each Minor Release and Major Release of the Software Deliverables and the related hCentive WebInsure State Software with which it is commingled and, with respect to any and all Updates, new releases, versions, upgrades, improvements, bug fixes, patches, enhancements or other modifications deployed other than through a Minor Release or a Major Release, at least once per calendar quarter.
(b) The Source Materials will be released upon demand by Customer (subject to the procedure set forth in the applicable escrow agreement) in the event of the occurrence of any of the following (“Release Event”):
(i) hCentive fails in any material respect to comply with its obligations to provide support and maintenance for the Software Deliverables in accordance with hCentive software support terms, and any such failure is not remedied in accordance with the applicable terms between hCentive and Optum;
(ii) hCentive fails to function as a going concern or to operate in the ordinary course, or a receiver or trustee in bankruptcy is appointed for hCentive or its property, or hCentive makes a general assignment for the benefit of its creditors, or hCentive commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, in each case which proceedings are not dismissed within thirty (30) days.; or
(iii) hCentive breaches the warranty in either Section 2.1(c) or Section 2.1(n) of the Agreement and is unable to cure for forty-five (45) days after written notification by Optum or Customer.
(c) hCentive shall grant Optum and Optum will in turn grant Customer a currently effective, non-exclusive, transferable, sublicensable, royalty-free, fully paid-up right and license to use, reproduce, mod...
Source Materials Escrow. Without affecting RadView’s obligations under 13.2.1 above, promptly after the execution of this Agreement RadView shall deposit into an escrow account, and shall keep on deposit for the Term of this Agreement, a full set of the Source Materials for each Product with Data Securities International or other escrow agent agreeable to the parties. The delivery of the Source Materials shall be at RadView’s sole expense. RadView’s deposited Source Materials shall be timely updated by RadView when any material change is made to any Product or a new version of any Product is released. The escrow agent shall be directed, in a written agreement executed by the parties in connection with the establishment of the escrow account (which agreement shall be consistent with, and shall not contradict any provision of, this Agreement), to release to Ixia the Source Materials in the event that RadView is unable or unwilling to develop a Correction, pursuant to the terms of Section 8.2 or pursuant to its warranty obligations in Section 21.4; provided, however, that (a) the Source Materials shall only be released if RadView has been provided written notice of the Nonconformity and such release shall occur on the earlier of (i) the thirtieth day following such notice if RadView has been unable to release a Correction within thirty (30) days following its receipt of such notice or (ii) the date, if any, that Radview provides Ixia with written notice that RadView has determined it is unable or unwilling to attempt the development of such Correction, (b) any Source Materials released from escrow pursuant to this section may only be used by Ixia for purposes of developing the correction for the Non-conformity identified in the notice provided to RadView and shall not be provided or disclosed to any third party, (c) a copy of the Correction and the Source Materials for the same shall be provided to RadView, and (d) the released Source Materials and the Source Materials for the Correction shall be returned to the escrow account once the identified Nonconformity has been developed, released and a reasonable period of time (not to exceed two (2) months) has been allowed for field testing, and Ixia shall ensure that no copy of the Source Materials. In hand or electronic form remains in its possession or control; provided, however, that if a problem with the Correction occurs during such two months of field testing, Ixia shall retain the Source Materials in order to fix such a problem and...
Source Materials Escrow. This Section 10.3 is a clarification of the obligations set forth in Section 7.8 of the RFR. Contractor shall, in accordance with the terms of Section 10.1(c), enter into an Escrow Agreement, in substantially the form attached as Exhibit I or in such other form as agreed to by the parties, with the applicable Third Party Vendors and the escrow agent chosen by Contractor and Client, naming Client as a beneficiary for the Critical Third Party Software set forth in Exhibit H; except to the extent that Client has received the Source Materials in accordance with the delivery of such Critical Third Party Software hereunder. Contractor shall provide a copy of each Escrow Agreement to Client promptly upon execution thereof. Contractor shall require the applicable Third Party Vendor to deposit Source Materials for such Critical Third Party Software subject to the provisions contained in this Section 10.3, Section 7.8 of the RFR and the applicable Escrow Agreement. The Source Materials are the Confidential Information of the applicable Third Party Vendor and Client shall not disclose the Source Materials to any third party except in order to exercise Client’s limited license to use such Source Materials in accordance with the Escrow Agreement and as otherwise permitted under such Escrow Agreement; and Client shall take reasonable precautions against unauthorized access to the Source Materials while such materials are in its possession.
Source Materials Escrow. The source code to IMS including the corresponding documentation will, subject to the parties entering into a separate escrow agreement, be deposited with an escrow agent chosen by Supplier, but this shall be at Customer's expense.