Common use of Escrow of Code Clause in Contracts

Escrow of Code. To the extent that any deliverables provided by Supplier under this Agreement include software, upon Company’s request, Supplier agrees to deposit in escrow: (a) with an escrow agent designated by Company and (b) pursuant to a written escrow agreement to be approved by Company in writing any and all materials relating to such software delivered under this Agreement, included, but not limited to a copy of the object code, source code, documentation and all annotations thereto (“Materials”). Company agrees to pay any amount necessary to create such escrow account and/or any related deposit fees. The escrow agreement shall provide, among other things, that in the event this Agreement is terminated for insolvency or default as provided in Sections 17.4 or 17.5 below, the escrowed Materials shall be delivered to Company. Company is hereby granted a license to use the Materials, when delivered to repair, modify, improve upon and use the deliverables under his Agreement as contemplated under this Agreement, including but not limited to the rights to reproduce, prepare derivative works, distribute, perform, display and transmit.