Technology Escrow Agreement Clause Samples
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Technology Escrow Agreement. Phone1 and SBC agree that within thirty (30) days of the Acceptance Trial and, if accepted by SBC, Phone1 shall deposit Phone1's call platform specifications, including hardware specifications, operating system requirement, etc, along with the source code and related documentation for the Upgrade (or Alternate Upgrade) into an escrow account, pursuant to a reasonable and appropriate Technology Escrow Agreement entered into by and between Phone1, SBC, and the escrow agent similar in form and content as that shown as Exhibit G. Any disputes relating to the Escrow Agreement, including whether a triggering event has occurred or Phone1's consent to release the source code, shall be resolved pursuant to the Dispute Resolution provisions of this Agreement. At a minimum, the escrow agreements shall provide that:
A. The copy of the source code placed in escrow shall be reproduced and maintained on magnetic medium compatible with the equipment on which the Services are provided to SBC;
B. The source code shall be accompanied by full documentation and other information and technical materials that will enable a reasonably skilled technician, programmer or analyst to maintain or enhance the subject software without references to any other materials. This information and materials shall include maintenance tools (test programs and program specifications), proprietary or third party system utilities (compiler and assembler descriptions), a description of the system/program generation, and descriptions and locations of programs not owned by Phone1 that are required for use and/or support of the Services;
C. When a change is made to the source code during the term of this Agreement, the revised source code shall be deposited into escrow no later than seven (7) days after the source code has been revised, and the immediately preceding version of the source code shall remain in escrow with the revised version. All deposits of revisions to the source code shall include the documentation and other information and materials described in paragraph B above;
D. The escrow agreement shall authorize the escrow agent to release the versions of the source code held in escrow to SBC immediately upon SBC's notification and the consent of Phone1, such consent not to be unreasonably withheld or delayed, to the escrow agent that one of the triggering events has occurred, and Phone1 has failed to immediately provide the source code to SBC. Such triggering events are outlined in Exhibit G, ...
Technology Escrow Agreement i. At any time after the Program(s) reach or exceed 10,000 Active Cards, CBKC, in its good faith discretion, may require and Marketer agrees to enter into a technology escrow agreement (the “Technology Escrow Agreement”) with CBKC and an independent third party selected by CBKC and reasonably acceptable to Marketer, acting as an escrow agent (the “Technology Escrow Agent”). The Technology Escrow Agreement shall provide that Marketer has delivered and will keep updated from time to time a complete copy of the versions of the Marketer Technology then used in connection with the Program(s), and associated source code, and programming documentation in both human and machine readable forms and on durable electronic media (the “Technology Deposit Materials”).
Technology Escrow Agreement. Concurrent with the execution of this Agreement, JAVELIN agrees to enter into the Technology Escrow Agreement in the form attached hereto as Exhibit D.
Technology Escrow Agreement. The terms and conditions for any particular License granted in section (a) above shall require the Company to deposit all the software, including all source code, technical specifications and related documentation, needed to support the Licensed Properties (collectively, the "Deposit"), into an escrow account with a reputable software escrow agent approved by Licensees, under the terms of the standard form escrow agreement of the escrow agent which shall run concurrently with the License. Such escrow agreement shall provide Licensees with access to the Deposit upon the occurrence of a material and uncured default or breach by the Company under the License so long as the Licensees are not themselves also in material default under the License. During the period of the License, the Company shall further be obligated to deposit any enhancements, updates, amendments, modifications, or other changes to the most recent version of the Deposit (individually or collectively, "Modifications") into escrow within thirty (30) days from when such Modifications become available in general commercial release form.
Technology Escrow Agreement. In the event IBM invokes its rights under Article 13.1, the parties agree as follows: (The following Key and Description shall apply to the symbols referred to in Sections I, II and III: OD Operations Directory ED Engineering Directory QD Quality Directory ID Information Technology Directory M MAX System C Cad System P Paper documents D Dynamics System FAS Fixes Asset System)
I. Business Agreements and Access to Information ACS shall provide IBM with:
A. A listing of all of its suppliers and shall assign all supplier contracts to IBM with the same terms and conditions. (E.g. Spectra, ▇▇▇▇▇▇ and the key module suppliers. (P) With regard to Spectra, Inc., see Attachment B.)
B. The latest detailed manufacturing cost table (M)
C. A listing of the key personnel with the skills
D. A listing of the infrastructure required to replicate ACS's information technology network systems. (P/D)
E. A listing of the ACS patents required to manufacture the ACS products.(P)
F. The test data and documents covering all environmental approvals worldwide.(P)
G. The latest supply/demand information, a listing of all work in process and finished goods inventory and a summary of all open purchase orders. (M)
II. Access to Technical Information and Intellectual Property ACS shall provide IBM with:
A. An updated listing of machine level control by
B. All functional specifications (ED)
C. A complete listing of the ▇▇▇▇ of material highlighting all custom parts and all off the shelf
D. All assembly drawings and artwork.
E. All manufacturing procedures for build, test, inspection, debug and final approval, including the key vendor modules (QD/OD)
F. All quality control procedures covering ACS's products and processes. (ED/OD)
G. ISO 9001 documentation and procedures (P)
H. A listing of all parts and the sources for all parts, including all spare parts. (M) I. A copy of all regulatory agency approvals and letters of certification. (P)
Technology Escrow Agreement. Account Number __________ This Agreement is effective ____________, 19__, among Data Securities International, Inc. ("DSI"), VI/Visualize, Inc. ("Depositor"), and Accrue Software, Inc. ("Preferred Registrant"), who collectively may be referred to in this Agreement as "the parties."
Technology Escrow Agreement