Common use of Escrow of Source Code Clause in Contracts

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.  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 Exhibit___.