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Software Escrow Sample Clauses

Software EscrowThe parties may enter into a separate intellectual property escrow agreement. Such escrow agreement will govern all aspects of source code escrow and release.
Software Escrow. Guardian will keep in escrow and maintain a current released FlowPoint RIS product code.
Software EscrowWithin thirty (30) Calendar Days of a written request from Agency to arrange for software escrow, Contractor shall propose to Agency a mutually agreeable, commercially reasonable arrangement to escrow (collectively, “Deposited Programs”): The source code for Contractor Intellectual Property and Third Party Intellectual Property (to the extent such Third Party Intellectual Property source code can be obtained using commercially reasonable efforts) (collectively, the “System Software”) as are required for the System to function, in such format that will allow Agency to build and compile useful object code; Any and all updates, modifications, revisions, and enhancements of the System Software; and Any and all Documentation pertaining to source code for the System Software, including the technical specifications and documents, data conversion guidelines and instructional tools. Upon the parties’ acceptance and written approval of such proposed escrow arrangement and its approval by DAS, DOJ and the federal government if required, Contractor and Agency will promptly execute a three party escrow agreement with the selected escrow agent which will govern the terms of the escrow arrangement. The escrow agreement must authorize the escrow agent to release the Deposited Programs to Agency upon the occurrence of any of the following: Source code for any or all material part of the Deposited Programs is generally made publicly available by Contractor, with or without additional cost, to other users of comparable software; or Contractor's cessation, for any reason, to do business; or Contractor discontinues offering maintenance services for the Deposited Programs; or Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, or makes an assignment for the benefit of creditors, and same has not been discharged or terminated without any prejudice to Agency’s rights or interests under this Contract within sixty (60) Calendar Days; or Any other event or circumstance occurs that demonstrates with reasonable certainty the inability or unwillingness of Contractor to fulfill its obligations to Agency under this Contract, the escrow agreement or any maintenance or support agreement between the parties. Contractor shall pay the fees of the escrow agent. The copies of the Deposited Programs placed in escrow must be reproduced and maintained on magnetic tape or disk using a commonly accepted data recording protocol. When a change is made...
Software Escrow. At User’s written request and expense, TRX agrees to enter into an escrow agreement with the escrow agent of TRX’s choice. (a) If the parties under this Amendment agree in writing to put the source code upon which the RESX Services (“Source Code”) are based and the documentation related thereto for the Source Code into escrow (“Escrow Deposit”), TRX shall add User as a beneficiary to an escrow agreement (the “Escrow Agreement”) within thirty (30) days of the execution of this Amendment. (b) User shall be entitled to receive, and the Escrow Agreement shall provide for User to receive, a copy of the Escrow Deposit in the event any one of the following release conditions occur: (i) if TRX has availed itself of, or been subjected to by any third party, a proceeding in bankruptcy in which TRX is the named debtor, an assignment by TRX, or any other proceeding involving insolvency or the protection of, or from creditors, and same has not been discharged or terminated without any prejudice to User’s rights or interests under this Amendment within sixty (60) days; or (ii) if TRX (or a successor entity or authorized third-party) has ceased its ongoing business operations, or licensing of the RESX Services or any successor services thereto. (c) If TRX corrects any defects in, or provides any revisions, updates, modifications, enhancements, corrections or new releases to the RESX Services under this Amendment TRX shall within thirty (30) days of such release amend the Escrow Deposit and furnish the escrow agent with a corrected or revised copy of the Escrow Deposit. (d) Upon release of the Escrow Deposit, User will have a license to use the Escrow Deposit solely for the purpose of maintaining the Escrow Deposit. No ownership or other intellectual property right in the Source Code or Escrow Deposit is conveyed to User. The Escrow Deposit is provided to User for the sole and limited purpose of maintenance of the RESX Services in User’s business and all other rights, licenses, and obligations set forth herein shall continue in full force and effect. User acknowledges and agrees that it shall only use the Escrow Deposit for this limited purpose. User further acknowledges that, other than expressly set forth in this Amendment, it has received no distribution rights whatsoever, by implication or otherwise, in the Escrow Deposit by execution of this Amendment or receipt of the Escrow Deposit. (e) User shall be entitled to verify that all Escrow Deposit required to be placed ...
Software EscrowThe Parties shall use their reasonable endeavours to deposit in escrow as soon as practicable after the date of this Agreement a copy of the source code for the Software as it existed on 1 February 2012 (the commencement of the Integration Period) for the purposes of recording the state of the Software prior to Integration.
Software EscrowIn the event that: (i) Philips seeks to sell or transfer the Licensed Products to a third party that is not a direct or indirect majority owned subsidiary of Koninklijke Philips Electronics N.V. (an “affiliate”), or (ii) Philips seeks to sell or otherwise transfer all or substantially all of its business or assets to a non-affiliate or if beneficial ownership of a controlling interest in its capital stock is to be sold or otherwise transferred to a non-affiliate, it shall first give MedQuist at least 60 days prior written notice and the parties shall enter into a software escrow agreement and place the Licensed Products in escrow on commercially reasonable terms prior to completing any such sale or transfer. MedQuist shall be responsible for the fees to the escrow agent.
Software Escrow. HealthGate agrees to place into escrow, at a location to be mutually agreed upon by the parties, all applicable source code used to provide the services outlined in this Agreement. The Publisher shall pay all fees associated with the escrow account. The Publisher may not access the escrow account except in the case of HealthGate's bankruptcy.
Software Escrow. Except as set forth in Section 3.18.8 of the Company Disclosure Schedule, none of the Company or any Company Subsidiary has entered into any agreement requiring the Company or any Company Subsidiary to place the software source code or other technology in escrow so that a licensee might obtain access upon the occurrence of any release condition. The Company is in compliance with all third-party software licenses.
Software Escrow. WMATA shall be entitled to delivery of and rights in the Source Code for the Contractor Software subject to the terms and conditions set forth below in this Contract Section entitled "Software Escrow".
Software Escrow. 11.1 We commit to depositing an up-to-date copy of the software source code, along with relevant data, documentation, and tools, with a third-party escrow agent that both parties mutually agree upon. 11.2 The primary purpose of this escrow arrangement is to safeguard your interests. Should specific conditions arise, such as our insolvency or an inability on our part to provide vital support, the escrowed materials can be released to you. 11.3 The exact details, conditions for release, responsibilities, and associated costs tied to this escrow provision will be governed by a distinct Software Escrow Agreement.