Common use of Software Escrow Clause in Contracts

Software Escrow. Within 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 to the Deposited Programs by or on behalf of Contractor, during the term of the escrow agreement, the revised Deposited Programs, including the change, must be delivered to the escrow agent not later than sixty (60) Calendar Days after the change is effected by or on behalf of Contractor. Contractor shall allow Agency to periodically examine the escrowed source code for the Deposited Programs to verify it is current and complete. Upon receipt of the Deposited Programs by Agency pursuant to the escrow agreement entered into under this section, Agency shall treat the Deposited Programs as confidential information to the fullest extent authorized by the Oregon Public Records Law. Ownership of the Deposited Programs will be in accordance with Sections 8.1 through 8.8, unless ownership is specifically transferred otherwise. Upon release of the Deposited Programs as provided for herein, Agency and its consultants and contractors will have a perpetual, irrevocable license to use, reproduce, prepare derivative works based on, perform and display the Deposited Programs in conjunction with and to update, modify, and otherwise support the System.

Software Escrow. Within 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 Solution 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 Solution Software; and Any and all Documentation pertaining to source code for the System Solution 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 to the Deposited Programs by or on behalf of Contractor, during the term of the escrow agreement, the revised Deposited Programs, including the change, must be delivered to the escrow agent not later than sixty (60) Calendar Days after the change is effected by or on behalf of Contractor. Contractor shall allow Agency to periodically examine the escrowed source code for the Deposited Programs to verify it is current and complete. Upon receipt of the Deposited Programs by Agency pursuant to the escrow agreement entered into under this section, Agency shall treat the Deposited Programs as confidential information to the fullest extent authorized by the Oregon Public Records Law. Ownership of the Deposited Programs will be in accordance with [Sections 8.1 through 8.8], unless ownership is specifically transferred otherwise. Upon release of the Deposited Programs as provided for herein, Agency and its consultants and contractors will have a perpetual, irrevocable license to use, reproduce, prepare derivative works based on, perform and display the Deposited Programs in conjunction with and to update, modify, and otherwise support the SystemSolution.

Software Escrow. 7.8.1 Within thirty (30) Calendar Days days of a written request from Agency to arrange for software escrowexecution of this Contract, Contractor shall propose to Agency a mutually agreeable, commercially reasonable arrangement to escrow (collectively, “Deposited Programs”): escrow: A. 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; ; B. Any and all updates, modifications, revisions, and enhancements of the System Software; and ; C. Any and all Documentation pertaining to source code for the System Software, including the technical specifications and documents, data conversion guidelines and instructional tools. tools (collectively, all items identified in subsections A through C shall be referred to as “Deposited Programs”). 7.8.2 Upon the partiesParties’ acceptance and written approval of such proposed escrow arrangement and its approval by DAS, DOJ and the federal government U.S. Government if required, Contractor and Agency will shall promptly execute a three party escrow agreement with the selected escrow agent which will shall govern the terms of the escrow arrangement. The escrow agreement must shall authorize the escrow agent to release the Deposited Programs to Agency upon the occurrence of any of the following: : A. 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 or B. The Contractor's cessation, for any reason, to do business; or or C. The Contractor discontinues offering maintenance services for the Deposited Programs; or or D. The 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 Daysdays; or or E. 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 . 7.8.3 Agency shall pay the fees of the escrow agent. The copies of the Deposited Programs placed in escrow must shall be reproduced and maintained on magnetic tape or disk using a commonly accepted data recording protocol. When a change is made to the Deposited Programs by or on behalf of the Contractor, during the term of the escrow agreement, the revised Deposited Programs, including the change, must shall be delivered to the escrow agent not later than sixty (60) Calendar Days days after the change is effected by or on behalf of the Contractor. Contractor shall allow Agency to periodically examine the escrowed source code for the Deposited Programs to verify it is current and complete. ; 7.8.4 Upon receipt of the Deposited Programs by Agency pursuant to the escrow agreement entered into under this sectionSection 7.8, Agency shall treat the Deposited Programs as confidential information to the fullest extent authorized by the Oregon Public Records Law. Ownership of Notwithstanding such delivery to Agency, the Deposited Programs will be in accordance with Sections 8.1 through 8.8shall remain the property of Contractor or its successor, unless ownership is specifically transferred otherwiseto Agency by Contractor or its authorized agent. Upon release of the Deposited Programs as provided for herein, Agency and its consultants and contractors will contractors, shall have a perpetual, irrevocable license to use, reproduce, prepare derivative works based on, perform and display the Deposited Programs in conjunction with and to update, modify, modify and otherwise support the System.