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.
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) 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.
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.
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.
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. 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") for the purpose of protecting National Life in the event of a breach of this Agreement by McCaxxxx xx the termination of this Agreement by National Life for Cause, pursuant to Section 8 hereof, prior to the end of the Term; and (ii) upon execution of the Escrow Agreement by all parties thereto, McCaxxxx xxxll deposit with the Escrow Agent a copy of the Software to be held in accordance with the terms and conditions of the Escrow Agreement.
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 DMAS acknowledges that, prior to the Effective Date of this Contract, Supplier delivered to DMAS the executed Escrow Agreement naming the Commonwealth as a third party beneficiary. DMAS 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 DMAS 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 DMAS of:
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.
Software Escrow Agreement. The Software Escrow Agreement (the "Software Escrow Agreement"), dated December 13, 2010, between Metropolitan Bank & Trust Company ("Metrobank"), Telupay (M.E) FZE ("Telupay FZE"), Telupay (Philippines) Inc. ("Telupay Philippines"), and Gimenez Mayuga Xxxxxxxxx and Associates (the "Escrow Agent") was entered into in connection with the Service Provider Agreement (the "Service Provider Agreement"), dated December 13, 2010, between Metrobank, Telupay FZE, and Telupay Philippines for the provision of mobile banking services through the use of the proprietary Mobile Banking Solution software (the "Software") licensed by Telupay FZE to Telupay Philippines. Pursuant to the Software Escrow Agreement, Telupay FZE agreed to deposit in escrow with the Escrow Agent the source and object code for the Software, duly recorded in machine-readable optical media (collectively, the "Materials"). The term of the Software Escrow Agreement shall continue in full force and effect so long as the Service Provider Agreement remains in full force and effect, unless the Software Escrow Agreement is terminated as contemplated therein. The occurrence of any of the following events shall entitle Metrobank to the release and delivery of the Materials held in escrow by the Escrow Agent:
