IP Escrow Agent definition
Examples of IP Escrow Agent in a sentence
The IP Escrow Agreement shall allow Authority to use the IP Escrow Materials pursuant to Article 27.4.5 if, simultaneous with or after Authority issues a Default Notice to Contractor under Article 17.1, Authority’s delivery to the IP Escrow Agent of both (i) a copy of the Default Notice and (ii) a written request, with a copy to Contractor, for the IP Escrow Agent to release the IP Escrow Materials (a “Release Notice”).
In the event such testing demonstrates the IP Materials held by the IP Escrow does not correspond to the Work Materials and/or Project or pursuant to the Agreement, Lead Developer shall deposit the correct materials with the IP Escrow Agent within seventy-two (72) hours following notice by City.
The Borrower Entities shall, not less than once each Fiscal Year of the Borrower, promptly take all actions necessary to maintain and update copies of the IP Escrow Materials deposited with the IP Escrow Agent, satisfying the requirements set forth in Section 5.01(oo)(iii) (Intellectual Property), to ensure that all deposited IP Escrow Materials are in good form (including intelligible) and remain current and accurate following each acquisition, upgrade, modification, enhancement or similar action thereto.
To the extent requested by Buyer, Seller (or its Affiliates) shall execute any instruction letters to the IP Escrow Agent that are necessary in order for Buyer to terminate the IP Escrow Agreement.
The Contractor shall be responsible for the fees and costs of the IP Escrow Agent and IP Escrow(s).
Regardless of whether one of the Release Conditions occurs, City shall have the right to require the IP Escrow Agent to verify the relevance, completeness, currency, accuracy, and functionality of the IP Materials held by the IP Escrow in a manner and form as directed by City at the expense of Lead Developer not more than once in any calendar year.
The Borrower shall, and shall cause the IP Provider to, allow DOE or, at DOE’s election, the Independent Engineer to verify the content of the IP Escrow Materials prior to their deposit with the IP Escrow Agent.