Common use of Provisions for Source Code Clause in Contracts

Provisions for Source Code. Upon occurrence of any of the following events, MOTRICITY shall provide CINGULAR with the Source Code for the Software: (i) MOTRICITY ceases to provide any support for the Storefront or such Software; (ii) MOTRICITY ceases doing business for any reason; (iii) MOTRICITY commits any act of bankruptcy within the meaning of the Federal, or any State Bankruptcy Act or if bankruptcy proceedings are instituted against MOTRICITY; or (iv) Proceedings such as receivership, insolvency, reorganization, dissolution, liquidation or other similar proceedings are instituted by or against MOTRICITY. At CINGULAR’s request and expense, MOTRICITY agrees to place such Source Code in escrow with a software custodian mutually acceptable to the parties. The Source Code will be sufficiently documented such that person(s) with expertise in the area of software development may provide support and modifications for the software within a reasonable timeframe. Further, MOTRICITY will make reasonable efforts to keep the Source Code held in escrow up to date. The Source Code will be updated with each major release of Software within 30 days of the release. CINGULAR shall take all reasonable precautions to protect the delivered Source Code from unauthorized disclosure or use and shall only permit authorize Users having a business related reason access and use of the Source Code.