Escrow Material definition

Escrow Material means the Source Code of the Software and such other material and documentation (including updates and upgrades thereto and new versions thereof) as are necessary to be delivered or deposited to comply with Clause 3 of this Agreement.

Escrow Material means machine-readable form of the source code and executable code of the licensed Software, existing design documentation and user documentation, including all enhancements, upgrades, and modifications, all relevant commentary, explanations, and other documentation, as well as instructions to compile such source codes.

Escrow Material as used in this Agreement means (i) the source code of all of the Products, in such form that will allow Client to build and compile usable object code, (ii) the similar source code version of any and all updates, modifications, revisions, and enhancements to be delivered pursuant to the Voyager License Agreement, as well as any other Products provided pursuant to the Product Schedule of Support Services Schedule or otherwise pursuant to an agreement with Client and (iii) any and all documentation developed by Corillian or in its possession pertaining to the applicable source code. Without limiting the generality of the foregoing, the "Escrow Material" shall include any pertinent commentary or explanation that may be necessary to render the source code understandable and useable by a trained computer-programming professional who is generally familiar with C++/COM systems, although not necessarily those incorporating the Products. The Escrow Material shall include system documentation, statements of principles of operation, and schematics, all as necessary or useful for the effective understanding and use of the source code. Insofar as the "development environment" employed by Corillian for the development, maintenance, and implementation of the source code includes any device, programming or documentation not commercially available to the Client on reasonable terms through readily known sources other than Corillian, the Escrow Materials shall include all such devices, programming, or documentation. The foregoing reference to the "development environment" is intended to apply to any programs, including compilers, "workbenches", tools and higher-level (or "proprietary") languages, used by Corillian for the development, maintenance and implementation of the source code.

Examples of Escrow Material in a sentence

• Control over access to the Escrow Material shall rest with Escrow Agent.

• The Escrow Agent must not reproduce, or cause to have reproduced, a copy of the Escrow Materials or any part thereof, except as may be necessary to electronically store (and maintain a backup) of the Escrow Material.

• In the event that Licensor and UNDP have a valid dispute concerning the release of the Escrow Material, the Escrow Agent shall not release the Escrow Materials to either party except in accordance with (i) a final decision of the arbitration panel as hereinafter provided, or (ii) receipt of an agreement with authorized and notarized signatures of both Licensor and UNDP, authorizing the release of the Source Code to one of the parties hereto.

• The Licensor shall continuously and promptly improve, add to, or otherwise modify the Escrow Material placed in escrow prior to or at the same time any Updates, modifications or corrections to the Software are made available to the UNDP.

• Discussions about an entire class of employees, even when the class is small, do not fall within the exception.

More Definitions of Escrow Material

Escrow Material means the information and data to be subject to an escrow

Escrow Material means Software source codes and System Design Documentation, including all Enhancements and modifications, all relevant commentary, explanations, and other documentation, as well as instructions to compile such source codes.

Escrow Material means the source code, macros, specialized routines, procedures and documentation, and any improvements, revisions, upgrades, enhancements, and updates thereto, that are sufficient to allow for the complete restoration and utilization of the machine executable code of the latest version of the Software.

Escrow Material means the Escrow Shares held by the Escrow Agent under the Escrow Agreement and all securities and other property received and held in escrow by the Escrow Agent under the Escrow Agreement in accordance with the terms thereof.

Escrow Material has the meaning set forth in Section 14.06.

Escrow Material means the Software source code, and System Detail Design Documentation, including all relevant commentary, explanations and other documentation, as well as instructions to compile such source code. Escrow Material shall also include all source code for the Enhancements and Software Modifications to the Software provided to WSDOT under the Contract.

Escrow Material means the information and data described in Section 23(d) hereof. “Firm Order” means a Purchase Order that cannot be cancelled or amended by 3M without RBC’s consent.