ESCROW SOURCE CODE Sample Clauses

ESCROW SOURCE CODE. The Contractor agrees to provide a mutually agreeable third-party source code escrow account in which the current CCRS solution source code is available to the State for inspection at any time. To protect the State investment during the design, development, implementation, and operational phases, the source code must be placed in escrow and the Contractor is required to maintain, at the Contractor’s expense, a source code escrow account for the CCRS solution for non-COTS Contractor-provided solution components through a third- party vendor. The source code in escrow must be kept current by refreshing the source code while under development and in conjunction with major software upgrades or product releases. CDPH has the right to audit the products kept in escrow during regular business hours upon sufficient notice to the Contractor and Escrow Company. The Contractor shall submit evidence of the source code and documentation source material (the software build instructions, programming documentation, configuration information, and any other documentation used by the Contractor’s programmers to understand the source code or to develop, compile, maintain, or update the software) deposited with an Escrow Entity to the CDPH within 30 calendar days of the Agreement Effective Date, in accordance with the following: • The Contractor agrees to deposit a copy of the source code of the proprietary software product(s) used in the implementation, operation and maintenance support with documentation of the system with a mutually acceptable third-party escrow company during the term of the Agreement. • The Contractor agrees to deposit a copy of the original and modified third-party proprietary software source code if any of the original third-party source code has been modified to meet the requirements of this SOW and resulting contract. • The Contractor’s third-party escrow company shall be located within the continental United States. • The Contractor guarantees that it will place a copy of a revised or additional software source code and documentation with the escrow company within five
Sample 1
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ESCROW SOURCE CODE. An escrow is being established to assure HTI's ability to provide maintenance to the Licensed Programs and to continue to offer it to its customers should Surequest become unable or unwilling to perform under this Agreement to such a material extent that its inability or unwillingness jeopardizes the maintenance of the Licensed Programs or HTI's ability to offer the Licensed Programs to its customers. Should any such event happen, HTI agrees to give SureQuest written notice of any such inability or unwillingness which HTI reasonably believes jeopardizes the maintenance of the Licensed Programs or HTI's ability to offer the Licensed Programs to its customers. SureQuest shall have thirty (30) days to respond in writing to the alleged inability or unwillingness. If the parties are not able to resolve the dispute, the matter shall be submitted to arbitration as provided in Section 26 (b) below. The final decision of the arbitration shall determine whether HTI shall receive a copy of the source code of the Licensed Properties or whether SureQuest shall eliminate its inability or unwillingness to perform its obligations under this Agreement. Within sixty (60) days following execution of this Agreement, SureQuest shall place into escrow an executable copy of the Licensed Programs and a copy of the source code and, within thirty (30) days of release to HTI of any maintenance, upgrades or modifications to the Licensed Programs which required changes to the source codes shall place into escrow an updated executable copy of the Licensed Programs and copy of the source code. The parties shall share equally the responsibility for payment of all fees charged by the escrow agent. SureQuest's contribution to such fees may take the form of a credit against billing to HTI. The escrow agent shall be fort Knox xxx the escrow shall be established, maintained, and dissolved according to the terms of the escrow agreement to be agreed to consistent with the terms of this Agreement. Should HTI acquire the source code from the escrow, HTI shall be granted a non-transferable, irrevocable, non-exclusive license to use the source code only to support its license to use, and license its customers to use, the Licensed Property only pursuant to this Agreement and any other agreement between HTI and SureQuest. Ownership of the source code, and all intellectual property rights, including, but not limited to, copyright, trade secret, and patent rights, in the source code and any modificatio...
Sample 1

Related to ESCROW SOURCE CODE

  • Source Code 5.1 Nothing in this XXXX shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.

  • Source Code Escrow On the date hereof, Company shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of the source code (the "Source Code") for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"). Within [ ** ] of the installation of any new update to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement for use in continued provision of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED.

  • Open Source Code “Open Source Code” shall mean any software code that is distributed as “free software” or “open source software” or is otherwise distributed publicly in source code form under terms that permit modification and redistribution of such software. Open Source Code includes software code that is licensed under the GNU General Public License, GNU Lesser General Public License, Mozilla License, Common Public License, Apache License, BSD License, Artistic License, or Sun Community Source License.

  • SOURCE CODE ESCROW FOR LICENSED PRODUCT If Source Code or Source Code escrow is offered by either Contractor or Product manufacturer or developer to any other commercial customers, Contractor shall either: (i) provide Licensee with the Source Code for the Product; or (ii) place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement acceptable to the State; or (iii) will certify to the State that the Product manufacturer/developer has named the State, acting by and through the Authorized User, and the Licensee, as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the State and Licensee, and who shall be directed to release the deposited Source Code in accordance with the terms of escrow. Source Code, as well as any corrections or enhancements to such source code, shall be updated for each new release of the Product in the same manner as provided above and such updating of escrow shall be certified to the State in writing. Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this clause. The State may release the Source Code to Licensees under this Contract who have licensed Product or obtained services, who may use such copy of the Source Code to maintain the Product.

  • Account Information Disclosure We will disclose information to third parties about your account or the transfers you make:

  • Removal of Documents A. Written reprimands will be removed from an employee’s personnel file after three

  • Reuse of Documents Notwithstanding anything contained in this Agreement or any Document referenced herein to the contrary, the drawing, specifications and other documents prepared by the PA/E for this Project are instruments of the PA/E’s service, but the drawings and specifications shall be owned by the Board. The PA/E shall assign to the Board all common law, statutory and other reserved rights, including the copyright. The Board shall be permitted to retain copies, including reproducible copies, of the PA/E’s drawings, specifications and other documents for information and reference in connection with the Board’s use and occupancy of the Project. The Board may reuse the drawings, specifications or other documents on other projects in accordance with Sec. 1013.45(4), F.S.

  • Permitted Uses and Disclosures by Business Associate Except as otherwise limited by this Agreement, Business Associate may make any uses and disclosures of Protected Health Information necessary to perform its services to Covered Entity and otherwise meet its obligations under this Agreement, if such use or disclosure would not violate the Privacy Rule if done by Covered Entity. All other uses or disclosures by Business Associate not authorized by this Agreement or by specific instruction of Covered Entity are prohibited.

  • Approval of Documentation The form and substance of all certificates, instruments, opinions, and other documents delivered to Buyer under this Agreement shall be satisfactory in all reasonable respects to Buyer and its counsel.

  • Data Disclosing an Invention If the Parties exchange Data disclosing an invention for which patent protection is being considered, and the furnishing Party identifies the Data as such when providing it to the Receiving Party, the Receiving Party shall withhold it from public disclosure for a reasonable time (one (1) year unless otherwise agreed or the Data is restricted for a longer period herein).

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