Software Escrow Agreement. As soon as is practicable after the execution of this Agreement, (i) the parties hereto shall execute and deliver an Escrow Agreement substantially in the form of Exhibit H attached hereto and made a part hereof (the "Escrow Agreement").
Software Escrow Agreement. (a) MxXxxxxx and M Financial have executed and delivered an Escrow Agreement for the purpose of protecting Company in the event M Financial's arrangement with MxXxxxxx is terminated as a result of MxXxxxxx'x breach or upon the dissolution, bankruptcy or appointment of a receiver for MxXxxxxx, and MxXxxxxx has deposited with the Escrow Agent (as defined in the Escrow Agreement) a copy of the Software (as defined in the Escrow Agreement) to be held and updated in accordance with the terms and conditions of the Escrow Agreement. Company understands and agrees that the Escrow Agreement limits the liability of the Escrow Agent as follows:
(i) the Escrow Agent and its officers, directors, associates and employees shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind unless caused by their willful misconduct or gross negligence; (ii) any liability of the Escrow Agent, regardless of the reason, shall be limited to the fees exchanged under the Escrow Agreement; and (iii) the Escrow Agent shall not be liable for special, indirect, incidental or consequential damages under the Escrow Agreement.
(b) MxXxxxxx hereby agrees to accept an assignment from M Financial to Company of M Financial's rights under the Escrow Agreement and the License Agreement (which is described in Section 4 of this Agreement) in the event of a termination of M Financial’s agreement with MxXxxxxx subject to the agreement between MxXxxxxx and Company for MxXxxxxx to continue to perform services for Company as contemplated in Section 8.03 above. MxXxxxxx’ agreement to accept such an assignment shall apply, without limitation, to termination of M Financial’s agreement: (i) where the Agreement between M Financial and MxXxxxxx is terminated as a result of the insolvency, bankruptcy or appointment of a receiver for M Financial; (ii) where the Agreement between M Financial and MxXxxxxx is terminated as a result of a breach by M Financial; and (iii) where M Financial and at least one participating carrier wish to terminate their agreements with MxXxxxxx but Company will continue to receive services from MxXxxxxx under this Agreement or otherwise. Company understands that MxXxxxxx will provide these same assignment rights to other participating carriers for which MxXxxxxx provides carrier administration services.
Software Escrow Agreement. (a) Upon County’s request, the Parties hereto shall enter into a software escrow agreement (“Escrow Agreement”) with a third party escrow agent, which agreement shall be incorporated herein by reference. The Escrow Agreement will set forth the terms and conditions upon which the source code, object code and related Documentation of the Vendor Software will be deposited by Vendor into an escrow account, updated by Vendor, verified by County and the conditions and Triggering Events that will govern the release of such escrowed materials to County. Upon the occurrence of a Triggering Event, County shall have the right to access and use the source code, object code, related Documentation and Vendor Software in accordance with its license rights set forth herein.
(b) Notwithstanding the foregoing, the Escrow Agreement shall require Vendor to make timely deposits of all source code, object code and related Documentation of the Vendor Software, keep the escrow account up to date with all current releases and updates, provide County a right to audit the escrow account and perform a build verification of the source code, and provide County a right to access Vendor Personnel and to offer such personnel employment, upon the occurrence of a Triggering Event.
(c) For the purposes of this Agreement, a “Triggering Event” shall mean any of the following: (i) Vendor commits an uncured (or incurable) material breach of its performance obligations under this Agreement, (ii) Vendor makes an assignment for the benefit of creditors, (iii) Vendor files for bankruptcy (which is not dismissed within 90 calendar days) or a complete liquidation or dissolution, (iv) Vendor has a custodian, trustee, receiver or agent appointed to take possession or substantially all of its Assets, or (v) Vendor is declared or becomes ‘insolvent’ as that term is defined in Title 11 of the United States Code or analogous legislation in any other applicable jurisdiction.
Software Escrow Agreement. 3.9.1 All software created by or licensed to the Franchisee or the City in connection with the creation, operation or maintenance of the MMS or any replacement of the MMS is subject to the minimum software escrow requirements of this Section 3.9. This Section 3.9 does not apply to "off-the-shelf' software or “software as a service” created or maintained by a third- party other than the Franchisee or an Affiliate.
3.9.2 The Franchisee shall (i) cause the Licensor to enter into, and maintain in full force and effect a source code escrow agreement with an escrow agent (the "Software Escrow Agent") and (ii) ensure that all Source Code and Documentation for the Licensed Software shall be under escrow deposit pursuant to said escrow agreement. The Franchisee shall cause its software Licensor to provide thirty (30) days prior written notice of a change of the Software Escrow Agent. The escrow agreement must be in effect within sixty (60) days of the Effective Date and provide materially the same terms and conditions as set forth below:
(i) The Software Escrow Agent must hold the Source Code for the benefit of the City;
(ii) All major updates (e.g., new versions and critical patches and fixes) must be escrowed promptly after issuance; minor updates may be escrowed in batches no less frequently than monthly;
(iii) The Software Escrow Agent shall verify deposit of the source code and all updates and so notify the City;
(iv) The City may require periodic testing by the Software Escrow Agent of all Source Code held in escrow; and
(v) If the Licensor: (a) becomes insolvent or ceases to exist as a business entity; or
Software Escrow Agreement. In the event of a material default of this OEM Agreement by Cimetrix, which default remains uncured for more than thirty (30) days, Cimetrix shall be required to immediately execute a Software Escrow Agreement in the form attached hereto as exhibit B. Cimetrix represents and warrants that it presently maintains, and will continue to maintain at all times, a current version of the source code for each of the Licensed Software products (specifically including, but not limited to, CIMControl and GEM Manager) in a physically secure, off-site location that is updated within ten (10) working days of any new software release. Cimetrix agrees that in the event of a default by Cimetrix of any portion of this paragraph, Fuji Machine may be irreparably harmed and, therefore, shall be entitled to seek preliminary and permanent injunctive relief and specific performance, in addition to any other remedies that it may have by law.
Software Escrow Agreement. (a) Sellers agree that within five (5) Business Days of the signing of this Agreement, Sellers shall place in escrow a copy of the full and complete source code and documentation of the VESystems Enterprise Software for Toll Collections Backoffice and the IDRIS/DCS Automatic Vehicle Detection & Classification Software, including all current and developmental versions thereof, and any versions currently in use by an FS Tech Entity customer or which an FS Tech Entity has a present obligation to maintain or support (such source code and documentation, the “Software Escrow Materials”). Such Software Escrow Materials shall be deposited with Iron Mountain (the “Software Escrow Agent”) pursuant to a software escrow agreement containing customary terms and conditions (“Software Escrow Agreement”), which shall be entered into by Seller Parent at the time of deposit.
(b) The Software Escrow Materials shall be held by the Software Escrow Agent pursuant to the Software Escrow Agreement and shall be released either (i) to Buyer upon Closing or (ii) to Seller Parent upon termination of this Agreement for any reason, as the case may be. In addition, upon deposit of the Software Escrow Materials, Sellers shall provide Buyer with customary information requested in Iron Mountain’s standard escrow deposit questionnaire form.
(c) Sellers shall update and supplement the Software Escrow Materials as necessary to keep such materials full and complete, and no less frequently than every two (2) weeks subsequent to the initial deposit thereof and upon Closing.
(d) Iron Mountain shall have the right to conduct inspections, audits and tests of the Software Escrow Materials to verify conformance with this Section, from time to time.
Software Escrow Agreement. This contract is a two-party agreement between SourceFile and the software developer. End-users may sign on to this agreement as they license the technology from the developer. The SourceFlex contract provides the opportunity to serve all licensees of a particular software developer for one or more systems. Developer<---------------------->SourceFile Licensee 1 - Deposit A - Deposit B Licensee 2 - Deposit A Deposit C Licensee 3 - Deposit C
Software Escrow Agreement a. Upon County’s request, the Parties hereto shall enter into a software escrow agreement (“Escrow Agreement”) with a third-party escrow agent. The Escrow Agreement will set forth the terms and conditions upon which the source code, object code, and related documentation of the Contractor Software will be deposited by Contractor into an escrow account, updated by Contractor, verified by County and the conditions and Triggering Events that will govern the release of such escrowed materials to County. Upon the occurrence of a Triggering Event, County shall have the right to access and use the source code, object code, related documentation, and Contractor Software in accordance with its license rights set forth herein.
b. Notwithstanding the foregoing, the Escrow Agreement shall require Contractor to make timely deposits of all source code, object code, and related documentation of the Contractor Software, keep the escrow account up to date with all current releases and updates, provide County a right to audit the escrow account, and perform a build verification of the source code, and provide County a right to access Contractor personnel and to offer such personnel employment, upon the occurrence of a Triggering Event.
c. For the purposes of this Agreement, a “Triggering Event” shall mean any of the following: (i) Contractor commits an uncured (or incurable) material breach of its performance obligations under this Agreement; (ii) Contractor makes an assignment for the benefit of creditors; (iii) Contractor files for bankruptcy (which is not dismissed within ninety [90] days) or a complete liquidation or dissolution; (iv) Contractor has a custodian, trustee, receiver, or agent appointed to take possession or substantially all of its assets; or (v) Contractor is declared or becomes “insolvent” as that term is defined in Title 11 of the United States Code or analogous legislation in any other applicable jurisdiction.
Software Escrow Agreement. Supplier shall maintain copies of all Software source code and related technical and user Documentation, in English, in an escrow account, and shall maintain with the Escrow Agent the signed escrow agreement as set forth in Exhibit E (“Escrow Agreement”) attached to this Contract and incorporated by reference VADOC acknowledges that, prior to the Effective Date of this Contract, Supplier delivered to VADOC and VADOC received a copy of the executed Escrow Agreement naming the Commonwealth as a third party beneficiary. VADOC has reviewed the Escrow Agreement to ensure that the Escrow Agreement does not impose upon the Commonwealth any requirements or obligations other than administrative responsibilities necessary for the operation of the Escrow Agreement. In the event the Escrow Agent is obligated to release the escrowed materials to the Commonwealth, the Commonwealth’s sole responsibility will be to request the release of the escrowed materials from the Escrow Agent. Supplier agrees to notify VADOC in writing not less than 30 calendar days prior to termination or any modification of Escrow Agreement. Supplier warrants that the information and materials to be kept in escrow, in a media safe environment, for the benefit of the Commonwealth are specifically identified and listed in Attachment A to the Escrow Agreement. Supplier further warrants that the information and materials include the most current versions used by all VADOCs of:
i. the source code for the Software and all future release versions;
ii. identification of the development/support technology stack, including, but not limited to, every software tool, driver, script, app, etc. with versions and details needed to develop, test, and support all phases of the SDLC for all tiers of the Software as used in the VADOC’s solution or operating environment;
iii. all Documentation related to items (i) and (ii) above, as well as all necessary and available information; and
(a) technical Documentation that will enable VADOC to create, maintain, or enhance the Software without the aid of Supplier or any other person or reference to any other materials, maintenance tools (test programs and program specifications), or proprietary or third party system utilities (compiler and assembler descriptions); (b) descriptions of the system/program generation; and (c) descriptions of any Supplier tools required to enable VADOC to use the Software. Supplier shall provide all Documentation in unprotected MS Word and other ...
Software Escrow Agreement. The Escrow Agreement, dated as of January 24, 2006, by and among the Seller, Buyer and Iron Mountain Intellectual Property Management, Inc. shall have been terminated in all respects.
