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.
4.2 The Customer may access the Escrow Material in accordance with the escrow agreement.
4.3 The Supplier must maintain the escrow arrangement until the Customer gives written notice that it is no longer required.
4.4 The Customer must pay the fees associated with the establishment and maintenance of the escrow agreement including any ongoing escrow fees.
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. (a) SAP warrants that the source code for the Software, together with related Documentation as it is or becomes available, has been deposited in an escrow account maintained at Data Securities International Inc. Burlington, MA (the “Escrow Agent”), pursuant to an agreement between the Escrow Agent and SAP, (the “Escrow Agreement”).
(b) SAP will from time to time deposit into the escrow account copies of source code for Releases and Versions of the Software and related Documentation.
(c) SAP or SAP’s trustee in bankruptcy shall authorize the Escrow Agent to make and release a copy of the applicable deposited materials to Licensee upon the occurrence of any of the following events:
(i) The existence of any one or more of the following circumstances, uncorrected for more than thirty (30) days: entry of an order for relief under Title 11 of the United States Code; the making by SAP of a general assignment for the benefit of creditors; the appointment of a general receiver or trustee in bankruptcy of SAP’s business or property; or action by SAP under any state insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation; unless within the specified thirty (30) day period, SAP (including its receiver or trustee in bankruptcy) provides to Licensee adequate assurances, reasonably acceptable to Licensee, of its continuing ability and willingness to fulfill its maintenance obligations under this Agreement;
(ii) SAP has ceased its on-going business operations or that portion of its business operations relating to the sale, licensing and maintenance of the Software; or
(iii) Failure of SAP to carry out the material maintenance obligations imposed on it pursuant to this Agreement after reasonable opportunity has been provided to SAP and SAP AG to perform such obligations.
(d) In no event shall Licensee have the right to access the applicable deposited materials if SAP AG agrees to assume SAP’s maintenance obligations under this Agreement.
(e) In the event of release under this Agreement, Licensee agrees that it will treat and preserve the deposited materials as a trade secret of SAP AG in accordance with the same precautions adopted by Licensee to safeguard its own trade secrets against unauthorized use and disclosure and in all cases at least with a reasonable degree of care. Release under this provision shall not extend Licensee any greater rights or lesser obligations than are otherwise provided or imposed under this Agreement. This pr...
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. 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. The Developer shall deposit one copy of the source code version of the Software with an escrow agent specializing in software escrows, to be mutually agreed upon in writing by the parties after good faith negotiation.
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.
2.5.2. Without limiting the generality of the rights granted in Section 2.1, comScore hereby grants to Citadel a worldwide, fully paid nonexclusive license to access, use, operate, maintain, copy, modify, create derivative works from, install, enhance, and improve the Source Code, all to support and maintain the comScore Software (and all enhancements) for the purpose of accessing, operating, maintaining, copying, modifying, creating derivative works form, installing, enhancing, improving, developing and otherwise using the comScore Software, and for no other purpose. Such license shall be effective upon the proper release of the Source Code from the Escrow Agent, in accordance with the terms of the Escrow Agreement. comScore shall have no obligation to support or maintain any Source Code modified by any party other than comScore.
2.5.3. comScore shall retain all ownership rights, title and interest in and to the Source Code, including without limitation all patents, copyrights, trademarks, trade secrets and other intellectual property rights inherent therein.
2.5.4. Any Source Code that Citadel receives under the Escrow Agreement shall be subject to th...
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:
i. breaches its obligations to provide Consulting and/or Technical Support Services under the terms and conditions of this Agreement; 3 II. becomes insolvent or is unable to pay its debts in the normal course of business; or
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)
