Proprietary Databases; Proprietary Software Clause Samples

Proprietary Databases; Proprietary Software. (a) At the request of the Administrative Agent, deliver to the Administrative Agent schedules (which shall be updated with such frequency as the Administrative Agent may reasonably require) listing all Proprietary Databases and Proprietary Software that are material to the business of the Borrower and its Subsidiaries taken as a whole (specifying, among other things, the most current versions thereof). (b) With the exception of (i) the escrow agent under the Escrow Agreement, (ii) outsourcing to third parties in the ordinary course of business for development, manufacturing and distribution products, (iii) licensing to customers in the ordinary course of business, not permit any vendor or other third party to gain control over, or possession of, its most current Proprietary Databases and Proprietary Software that are material to the business of the Borrower and its Subsidiaries taken as a whole. The Borrower and the Loan Parties shall maintain such Proprietary Databases and Proprietary Software that are, in each case, material to the business of the Borrower and its Subsidiaries taken as a whole at all times in accordance with the Escrow Agreement and, further, notwithstanding anything herein to the contrary, the Borrower and its Subsidiaries shall require any vendor or other third party, including, without limitation, any of the third parties identified in exceptions (i), (ii) and (iii) of this Section 7.16(b) to maintain and preserve all Material IP Rights, including without limitation, maintaining the source code of the Proprietary Software as a Trade Secret pursuant to commercially reasonable confidentiality agreements or similar obligations or duties of confidentiality. (c) Cause the Proprietary Software and Proprietary Databases held by the escrow agent under the Escrow Agreement to be updated no less frequently than quarterly and on each release of each upgrade or new version, in each case accessible by commercially available applications not in an encrypted format (or if encrypted, the encryption key and instructions or software to decrypt are also provided). (d) Cause the Proprietary Software and Proprietary Databases that are material to the business of the Borrower and its Subsidiaries taken as a whole to at all times be held by the escrow agent under the Escrow Agreement (including any replacement Escrow Agreement that is in form and substance reasonably satisfactory to the Administrative Agent).