Escrow of Source Code. 4.1 If requested in writing by the Customer at any time during the Term of a Customer Agreement, the Supplier must deposit the source code and/or the object code of any Deliverable and all other relevant Software, Documentation, drawings and plans necessary to enable a competent programmer who is experienced with the standard Software included in the Deliverables (and any standard development tools used to create the Deliverable) to keep the Deliverables in good repair as specified in the escrow agreement (“Escrow Material”) with an escrow agent approved by the Customer.
Escrow of Source Code. The Contractor shall, within fifteen (15) days of its execution of this Contract, provide evidence that it has deposited a copy of the source code of the licensed program software with an escrow agent acceptable to FW. Documentation provided to the escrow agent must obligate the escrow agent to make a copy of the source code available to FW as described below. The source code held in escrow will be updated by the Contractor immediately upon each new release of the licensed program software. In the event any proceeding in receivership, liquidation, bankruptcy, or insolvency is commenced against the Contractor or if the Contractor makes any assignment for the benefit of its creditors, becomes insolvent, ceases to do business as an ongoing concern, or seeks any arrangement of compromise within its creditors under any statute or otherwise, or is otherwise in breach of this Contract, FW will, upon payment of the duplication cost and other reasonable handling charges of the escrow agent, be entitled to receive a copy of the source code from the escrow agent. FW agrees that it will only use the copy of the source code internally to support the licensed program software. The escrow agent's only responsibility will be to use its good faith efforts to cause a copy of the source code, in a form delivered to it by the Contractor, to be delivered to FW within five (5) days when one or more of the events listed above occurs. If a copy of the source code is released by the escrow agent to FW, FW contemporaneously receives a perpetual paid-up license to the source code, with free and clear title, interest, ownership, and possession of all configurations and site specific source code. The escrow agreement shall generally conform to Exhibit .
Escrow of Source Code. 1. SAP warrants that the source code for those portions of the Software, not otherwise delivered as source code,, has been or shall be deposited in an escrow account maintained at DSI Technology Escrow Services, Inc. Burlington, MA (the "Escrow Agent"), pursuant to an agreement between the Escrow Agent and SAP, (the "Escrow Agreement").
Escrow of Source Code. (09/17) The escrow of Source Code for the Software shall be governed by a separately executed Source Code Escrow Agreement. Upon release of the Source Code to the City pursuant to the Source Code Escrow Agreement, the City shall have the right to modify the Source Code. The rights provided in the Source Code Escrow Agreement are in addition to those granted to the City as licensee under this Contract, and the rights granted under the Source Code Escrow Agreement shall not affect the rights granted to the City under this Contract.
Escrow of Source Code. If stated in the Order, then within a reasonable time after the first day that Client uses the Solution in a live production environment, FIS shall arrange, for the benefit of Client (and Client shall execute any documents required to receive such benefit), an escrow of the Solution source code with an escrow agent nominated by FIS (“Escrow Agent”), in accordance with FIS’ standard escrow agreement (“Escrow Agreement”). The source code for the Solution may be released from escrow, in accordance with the terms and conditions specified in the Escrow Agreement. Client shall pay all fees due to the Escrow Agent as a result of such escrow. Client acknowledges that the Escrow Agreement shall be deemed null and void and of no effect and that neither FIS nor the Escrow Agent shall be under any further obligation with respect to such escrow arrangement from whichever is the earlier of: (a) the date Client fails to pay the escrow fees when due; or (b) the Support Termination Date.
Escrow of Source Code. 2.5.1. As soon as practicable, but in any event within 45 days, after the execution of this Agreement, comScore shall place and maintain a copy of all source code and together with all documentation reasonably necessary for Citadel to fully maintain, modify and utilize the comScore Software (excluding any Third Party applications) (hereinafter referred to as “Source Code”) for any comScore Software provided or made available under this Agreement to the extent comScore does not deliver complete source code to Citadel, including updates and upgrades thereto (to be deposited from time to time, and in any event not later than thirty (30) days after delivery of any enhancements, updates, upgrades, or releases of the comScore Software), in an escrow account with a nationally recognized, independent, financially sound third party reasonably acceptable to Citadel (the “Escrow Agent”), pursuant to the terms of a master escrow agreement (the “Escrow Agreement”) among comScore, Citadel and the Escrow Agent. The Escrow Agreement shall contain mutually agreeable provisions for release of the Source Code to Citadel (including, at a minimum, the release conditions for the Source Code contained in Section 2.5.6 below). Citadel shall be responsible for the costs associated with set up and maintenance of such Escrow Account.
Escrow of Source Code. A Master Source Code Escrow Agreement with respect to the Software (excluding the Third Party Software) shall be established within 30 days of the Effective Date. Customer shall have the right to become a beneficiary of the Escrow Agreement provided that Customer agrees to be bound by the terms of such Escrow Agreement.
Escrow of Source Code. PHOENIX agrees to escrow the Source Code to the Licensed programs with Fort Knox Xxxurities in Atlanta, Georgia under terms and conditions comparable to those contained in the LBS Master Escrow Agreement which provides among other events of release that LBS shall be entitled to release of the source code ("Release Events") in the event that PHOENIX:
Escrow of Source Code. Promptly after the Effective Date, 3DP shall deposit with a Third Party, mutually-acceptable to the Parties (the "Escrow Agent"), a copy of the ThermoFluor(R)
Escrow of Source Code. Red Brick agrees that upon the request of a --------------------- licensee of Licensee or its Resellers (known as an "End User"), which End User has licensed all or any part of the Licensed Software, Red Brick will allow Licensee or its Resellers to place into an escrow one (1) copy of the latest version of the source code of all Licensed Software licensed to such End User, together with all related programmer documentation, instructions, flow charts and other materials necessary for a reasonably skilled programmer or analyst to use the said source code to maintain and modify the Licensed Software licensed to such End User, without the assistance of other persons or reference to other persons (the "Source Code Materials"). Red Brick shall promptly supplement said deposit with Source Code Materials for any new Updates, releases or additional products licensed to Licensee, and sublicensed by Licensee or its Resellers to End User during the term of this Agreement. The deposit will be pursuant to the terms of an agreement (the "Escrow Agreement") among Licensee or its Resellers, End User and a third party escrow firm of national reputation specializing in software escrows ("Escrow Agent") and will be in a form mutually acceptable to such Licensee or its Resellers, End User and Escrow Agent. In the event such an Escrow Agreement is established, Red Brick hereby grants to the Licensee, its Resellers and the End User for whose benefit the escrow is established the license rights to the Licensed Software which are granted pursuant to the Escrow Agreement.
