Provision of Source Code Clause Samples
The Provision of Source Code clause requires one party, typically a software developer or licensor, to supply the underlying source code of a software product to the other party. This clause outlines the circumstances under which the source code must be delivered, such as upon delivery of the software, upon request, or in the event of certain triggers like bankruptcy or breach. By ensuring access to the source code, this clause enables the recipient to maintain, modify, or support the software independently, thereby reducing dependency on the original developer and mitigating risks associated with vendor lock-in or discontinued support.
Provision of Source Code. EDS' ability to utilize adequately Licensed ------------------------ Software will be seriously jeopardized if Chordiant fails to maintain or support such Licensed Software unless complete Source Code and related Documentation is made available to EDS for EDS' use in satisfying EDS' maintenance and support requirements. Therefore, Chordiant agrees that if an "Event of Default" occurs, then Chordiant will provide to EDS one copy of the most current version of the Source Code for the affected Licensed Software and associated Documentation in accordance with the following:
(a) An Event of Default shall be deemed to have occurred if Chordiant: (i) ceases to market or make available maintenance or support Services for the Licensed Software during a period in which EDS has a License or Licenses and is receiving, or is entitled to receive as per Section 4.8 of this Agreement, such maintenance and support for such License(s) and Chordiant has not promptly cured such failure despite EDS' demand that Chordiant make available or perform such maintenance and support, (ii) ceases business operations generally or (iii) has transferred all or substantially all of its assets or obligations set forth in this Agreement to a third party which has not assumed all of the obligations of Chordiant set forth in this Agreement.
(b) Chordiant will promptly and continuously update and supplement the Source Code as necessary with all revisions, Corrections, enhancements, and other changes developed for the Licensed Software and Documentation. Such Source Code shall be in a form suitable for reproduction and use by computer and photocopy equipment, and shall consist of a full source language statement of the program or programs comprising the Licensed Software and complete program maintenance Documentation which comprise the pre-coding detail design specifications, and all other material necessary to allow a reasonably skilled programmer or analyst to maintain and enhance the Licensed Software without the assistance of Chordiant or reference to any other materials.
(c) Source Code received under this Section becomes a part of Licensed Software. The governing License for the Licensed Software includes the right to use Source Code received under this Section as necessary to modify, maintain, and update the Licensed Software.
(d) Upon request by EDS, Chordiant will deposit in escrow with an escrow agent acceptable to EDS and pursuant to a mutually acceptable escrow agreement supplemental...
Provision of Source Code. (i) Within thirty (30) days of the Acceptance Date for a Product, CWC shall place with the GM Legal Staff one complete set of source code with associated documentation for the Product ("Source Materials"). The Source Materials shall include machine-readable, high level language code for the Product, as well as machine-readable listings, tables and references required to use the high level language code and shall be in the form of 3 1/2 inch floppy disks. CWC represents and warrants to GM that:
(1) the Source Materials constitute the source code and documentation for the Product licensed to GM pursuant to this Agreement or a Statement of Work; and
(2) the Source Materials are in a form suitable for reproduction by computer and/or photocopy equipment, and consist of a full source language statement of the program or programs comprising the Product and complete program maintenance documentation, including all flow charts, schematics and annotations which comprise the precoding detailed design specifications, and all other material necessary to allow a reasonably skilled third party programmer or analyst to maintain or enhance the Product without the help of any other person or reference to any other material. The Source Materials shall be delivered under seal for safekeeping to the GM Legal Staff at P.O. ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Building, 3031 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Source Materials shall not be made available to anyone outside the GM Legal Staff unless and until the occurrence of a Triggering Event (as defined below). CWC agrees to update and maintain the Source Materials held in safekeeping to reflect all changes made thereto through maintenance, enhancements, revisions or otherwise. All such changes to the Source Materials shall also be delivered in the required form to the GM Legal Staff under seal.
(ii) GM may break the seal and use the Source Materials five (5) days after written notice to CWC that the GM Legal Staff has made a finding that one of the following "Triggering Events" has occurred:
(1) it has established by clear and convincing evidence that CWC is unable to meet its material obligations to develop and/or maintain the Product(s) under any Statement of Work for a running period of thirty (30) days after notice to CWC in writing.
(2) CWC has been declared bankrupt, has voluntarily petitioned a court for relief under any bankruptcy laws, has been declared insolvent, has made an assignment for the benefit of creditors, ...
Provision of Source Code. EDS' ability to utilize adequately Licensed Software will be seriously jeopardized if MigraTEC fails to maintain or support such Licensed Software unless complete Licensed Software source code and related Documentation is made available to EDS for EDS' use in satisfying EDS' maintenance and support requirements. Therefore, MigraTEC agrees that if an "Event of Default" occurs, then MigraTEC will provide to EDS one copy of the most current version of the source code for the affected Licensed Software and associated Documentation in accordance with the following:
(a) An Event of Default shall be deemed to have occurred if MigraTEC: (i) ceases to market or make available maintenance or support Services for the Licensed Software during a period in which EDS is entitled to receive or to purchase, or is receiving or purchasing, such maintenance and support and MigraTEC has not promptly cured such failure despite EDS' demand that MigraTEC make available or perform such maintenance and support, (ii) becomes insolvent, executes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings, (iii) ceases business operations generally or (iv) has transferred all or substantially all