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Intellectual Property Escrow Sample Clauses

Intellectual Property Escrow. Pursuant to the Equipment Purchase Agreement between the parties dated November 19, 2007, Lessee delivered to Lessor's intellectual property counsel the Lessee's intellectual property related to the Equipment as it relates to the AMR sensor products manufactured for the Lessor. Such intellectual property will be delivered to the Lessor upon its notification of such legal counsel (with a copy to the Lessee) that the lease created under Section 2.1 hereof has.expired or terminated.
Intellectual Property EscrowPromptly following execution of this agreement, but in any event within thirty (30) days following the date of this agreement, Seller/Lessee shall deliver to Buyer/Lessor’s intellectual property counsel at the address noted below the Seller/Lessee’s intellectual property related to the Fixed Assets as it relates to the AMR sensor products manufactured for the Buyer/Lessor by use thereof as set forth in Exhibit B to this agreement. The Seller/Lessee’s intellectual property shall be delivered to: Xxxxxxx X. Xxxxxxxx, Esq. Weingarten, Schurgin, Xxxxxxxx & Lebovici, LLP Xxx Xxxx Xxxxxx Xxxxxx Xxxxxx, XX 00000 Telephone: 000-000-0000 The intellectual property will be delivered to the Buyer/Lessor upon its notification of the above legal counsel (with a copy to the Seller/Lessee) that the lease created under Section 3.1 hereof has expired or terminated.
Intellectual Property EscrowContractor agrees to deposit the software, documentation, and/or all other related material(s) with a reputable software escrow agent (“Escrow Agent”) for the term of this Contract. For the purposes of this §18, software is the source code accompanied by a running object code version submitted on a virus-free magnetic or optical media, compiled and ready to be read by a computer; documentation is all materials sufficient for a trained computer programmer of general proficiency to maintain and support the software without further assistance from Contractor; and all other related material(s) is anything else related to the software or documentation necessary or required for the proper use of the same (collectively, software, documentation and/or all other related material(s) “Escrowed Software”). Contractor shall also have a continuing obligation to deposit any maintenance modifications, updates, upgrades, new releases, or documentation related to the Escrowed Software. Contractor agrees to enter into an “Escrow Agreement” with the Escrow Agent, which will instruct the Escrow Agent to independently verify the operation of Escrowed Software and cause delivery of the Escrowed Software in Contractor’s possession to the State if any one of the following events occurs: A. Contractor agrees in writing to the delivery; B. Contractor ceases to do business and no successor shall have agreed to assume the Contractor’s obligations to the State; C. Contractor has failed to support the Escrowed Software or has otherwise defaulted under this Contract and has exhausted all cure periods to avoid such termination; or D. Contractor files for liquidation under the U.S. Bankruptcy Code, or files for reorganization under the U.S. Bankruptcy Code and does not remain debtor in possession.
Intellectual Property Escrow. Except as set forth on Section 2.2(j) of the Company Disclosure Statement, the Company has not deposited, nor is obligated to deposit, any item of Company Intellectual Property into any escrow or similar arrangement and the Company is not under any contractual or other obligation to disclose any material proprietary information included in or relating to its products.
Intellectual Property Escrow. SRTA and TSI Contractor acknowledge that TSI Contractor and the TSI Contractor Parties that supply software, Source Code, or other Intellectual Property may not wish to deliver the Intellectual Property directly to SRTA. Therefore the Parties shall implement measures as set forth in this Section 25 to protect such information from public disclosure to the extent permitted under applicable Law, while ensuring SRTA access to such Intellectual Property. 25.1 In the case of Intellectual Property owned by TSI Contractor and TSI Contractor Parties, (a) this Contract is terminated for TSI Contractor Default, (b) a business failure (including voluntary or involuntary bankruptcy, and insolvency) of TSI Contractor occurs, (c) TSI Contractor is dissolved or liquidated or (d) TSI Contractor fails or ceases to provide Work as necessary to permit continued use of the Intellectual Property pursuant to the license thereof. 25.2 In the case of Intellectual Property owned by a contractor (other than TSI Contractor or TSI Contractor Parties), this Contract is terminated for any reason (including SRTA Default) and either (a) a business failure (including voluntary or involuntary bankruptcy, and insolvency) of the contractor occurs or (b) the contractor is dissolved or liquidated or otherwise ceases to engage in the ordinary course of the business of manufacturing, supplying, maintaining and servicing the software, product, part or other item containing the Intellectual Property that is the subject of a license under Section 24.3 (License) of the Contract. 25.3 In lieu of delivering the Intellectual Property directly to SRTA, TSI Contractor may elect to deposit it with a neutral trustee. In such event, TSI Contractor shall (a) select, subject to SRTA’s prior approval, an escrow company or other neutral custodian ("Escrow Agent") engaged in the business of receiving and maintaining escrows in the metropolitan Atlanta area, or in another location the Parties agree to in writing, of Source Code or other Intellectual Property, and (b) establish an escrow ("Intellectual Property Escrow") with the Escrow Agent in such location on terms and conditions substantially similar to the ones attached hereto as Exhibit J (Escrow Agreement) for the deposit, retention and upkeep of Source Code, Source Code Documentation and/or other Intellectual Property and related documentation. Intellectual Property Escrow also may include TSI Contractor Parties as parties and may include deposit of their I...
Intellectual Property Escrow. (i) The University and the Concessionaire acknowledge that the Concessionaire and its Contractors that supply software, including related modifications, updates, revisions, replacements and upgrades, specifications, plans, drawings, information, documentation and any other intellectual property (including business systems and patents) (collectively, such “Proprietary Intellectual Property”) with respect to the Utility System, may not wish to deliver this Proprietary Intellectual Property directly to the University, as public disclosure could deprive the Concessionaire and/or its Contractors of commercial value. The Concessionaire further acknowledges that the University nevertheless must be given access to such Proprietary Intellectual Property at any time, and that such Proprietary Intellectual Property owned by the Concessionaire shall be released and delivered to the University in either of the following circumstances: (A) this Agreement is terminated for Concessionaire Default, (B) a business failure (including voluntary or involuntary bankruptcy, and insolvency) of the Concessionaire occurs, (C) the Concessionaire is dissolved or liquidated or (D) the Concessionaire fails or ceases to provide services as necessary to permit continued use of such Proprietary Intellectual Property pursuant to the license or any sublicense thereof; or (ii) In lieu of delivering such Proprietary Intellectual Property directly to the University, the Concessionaire may elect to deposit it with a neutral custodian. In such event, the Concessionaire shall (a) select, subject to the University’s prior Approval, one or more escrow companies or other neutral custodian (each an “Intellectual Property Escrow Agent”) engaged in the business of receiving and maintaining escrows of Proprietary Intellectual Property, and (b) establish one or more escrows (each an “Intellectual Property Escrow”) with the Intellectual Property Escrow Agent on terms and conditions reasonably acceptable to the University and the Concessionaire for the deposit, retention, upkeep and release of such Proprietary Intellectual Property. The location of such escrows for deposit of materials in physical form (if any) is limited to Columbus, Ohio or another location the University Approves in writing in its sole discretion. Intellectual Property Escrows also may include Affiliates and Contractors as parties and may include deposit of such Proprietary Intellectual Property owned by Affiliates and Contractors. The ...
Intellectual Property EscrowContractor agrees to deposit the Software, Work Product, documentation, and/or other related material(s) with a software escrow agent for the term of the contract. “Software” as used in this Section includes the source code accompanied by a running object code version submitted on a virus-free magnetic or optical media, compiled and ready to be read by a computer. “Documentation” as used in this Section includes all materials sufficient for a trained computer programmer of general proficiency to maintain and support the Software without further assistance from Contractor. Contractor also shall have a continuing obligation to deposit any maintenance modifications, updates, upgrades, new releases, or documentation related to the deposited materials.
Intellectual Property Escrow. SRTA and TSI Contractor acknowledge that TSI Contractor and the TSI Contractor Parties that supply software, Source Code, or other Intellectual Property may not wish to deliver the Intellectual Property directly to SRTA, and that TSI Contractor and/or TSI Contractor Parties desire to implement measures to protect such information from public disclosure to the extent permitted under applicable Law. Developer further acknowledges that SRTA nevertheless must be ensured access to such Intellectual Property at any time, and must be assured that the Intellectual Property is released and delivered to SRTA immediately.
Intellectual Property Escrow. 28 ARTICLE 8 - TERMINATION............................................ 29 8.1 Termination................................................ 29 8.2
Intellectual Property Escrow. Premiere agrees that for purposes of ---------------------------- establishing the Software and other Intellectual Property as it exists at the Closing, as referred to in Section 7.1(e), Premiere will place in escrow with an escrow agent acceptable to CMG and Premiere copies of the Software in source code and object code form with documentation and other written materials used in connection therewith as they exist on the Closing Date.