Common use of Source Materials Escrow Clause in Contracts

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.