Technology Escrow Agreement Sample Clauses

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”).
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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.
Sample 1
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:
Sample 1
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.
Sample 1
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)
Sample 1
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."
Sample 1
Technology Escrow Agreement 
Sample 1
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Related to Technology Escrow Agreement

  • Escrow Agreement Purchaser and the Escrow Agent shall have executed and delivered the Escrow Agreement.

  • Escrow Agreements The parties hereto agree that, to the extent required by applicable law, they shall enter into and file with appropriate jurisdictions any escrow agreements or similar contractual arrangements with respect to the taxes covered by this Agreement. The terms of such agreements shall, to the extent set forth therein, and with respect to the parties thereto, prevail over the terms of this Agreement.

  • Holdback Agreement (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

  • Client Agreement 2.1. The Company may unilaterally change any terms of this Client Agreement for any of the following reasons:

  • Services Agreement “Services Agreement” shall mean any present or future agreements, either written or oral, between Covered Entity and Business Associate under which Business Associate provides services to Covered Entity which involve the use or disclosure of Protected Health Information. The Services Agreement is amended by and incorporates the terms of this BA Agreement.

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • Data Processing Agreement The Data Processing Agreement, including the Approved Data Transfer Mechanisms (as defined in the Data Processing Agreement) that apply to your use of the Services and transfer of Personal Data, is incorporated into this Agreement by this reference. Each party will comply with the terms of the Data Processing Agreement and will train its employees on DP Law.

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

  • Data Escrow Registry Operator shall comply with the registry data escrow procedures set forth in Specification 2 attached hereto (“Specification 2”).

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

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