Source Code Escrow. On the date hereof, Company shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of the source code (the "Source Code") for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"). Within [ ** ] of the installation of any new update to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement for use in continued provision of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED.

Source Code Escrow. 1. For all computer software furnished to the District with the rights specified in section B.2, the Contractor shall furnish to the District, a copy of the source code with such rights of the scope as specified in section B.2 of this clause. For all computer software furnished to the District with the restricted rights specified in section B.1 of this clause, the District, if the Contractor either directly or through a successor or affiliate shall cease to provide the maintenance or warranty services provided the District under the contract or any paid-up maintenance agreement, or if the Contractor should be declared insolvent by a court of competent jurisdiction, shall have the right to obtain, for its own and sole use only, a single copy of the current version of the source code supplied under the contract, and a single copy of the documentation associated therewith, upon payment to the person in control of the source code the reasonable cost of making each copy. 2. If the Contractor or Product manufacturer/developer of software furnished to the District with the rights specified in section B.1 of this clause offers the source code or source code escrow to any other commercial customers, the Contractor shall either: (1) provide the District with the source code for the Product; (2) place the source code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the District, and who shall be directed to release the deposited source code in accordance with a standard escrow arrangement acceptable to the District; or (3) will certify to the District that the Product manufacturer/ developer has named the District as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the District, and who shall be directed to release the deposited source code in accordance with the terms of escrow. 3. The Contractor shall update the source code, as well as any corrections or enhancements to the source code, for each new release of the Product in the same manner as provided above, and certify such updating of escrow to the District in writing.

See All (21)

Source Code Escrow. (a) At DIR’s request, Successful Respondent shall deposit in escrow with an escrow agent selected by DIR the source code and related documentation for Successful Respondent Owned Materials consisting of Software in any of the following circumstances: (i) in the case of any such Software that is no longer routinely supported by Successful Respondent; or (ii) in the case of any such Software for which source code is made available to other Successful Respondent customers (including through such escrow arrangements). (b) In the event of the occurrence of any event giving rise to termination of this Agreement by DIR pursuant to Section 13.4 Termination for Insolvency, Successful Respondent shall provide reasonable assurance to DIR that such occurrence has not and shall not jeopardize Successful Respondent Owned Materials continuing to be routinely supported by Successful Respondent comparable to that provided prior to such occurrence. If Successful Respondent shall be unable to comply with the foregoing to DIR's reasonable satisfaction, Successful Respondent shall, upon direction from DIR, comply with the obligations of this Section as if such Successful Respondent Owned Materials were then no longer routinely supported by Successful Respondent. (c) At DIR’s request, Successful Respondent shall deposit in escrow, with an escrow agent selected by DIR, the source code and related documentation, to the extent available to Successful Respondent, for any Third Party Materials consisting of Software used by Successful Respondent to perform the Services; provided, however, that this obligation will not be applicable to Commercial Off-the-Shelf (COTS) Third Party Materials. Any such escrow shall be governed by and subject to the terms and conditions appearing in the Escrow Agreement attached hereto as Attachment 3 Form of Source Code Escrow Agreement, as such terms and conditions may be modified by DIR and the escrow agent. Unless approved by DIR, Successful Respondent shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right to the source code for such software, other than COTS Third Party Materials as permitted above, whether by escrow or otherwise. While Successful Respondent shall not be required to escrow third party COTS software, Successful Respondent shall ensure that Successful Respondent provides all licenses and other rights required under this Agreement.

See All (19)

See more samples of Source Code Escrow

Source Code Escrow: Everything you need to know

Source code escrow places software code, data, and documentation in a secure escrow account from a third party in order to mitigate risk during software license negotiations. For example if the software vendor goes out of business, a buyer of the software may request a source code escrow to access the code and other critical materials used to maintain the software.
An organization always ensures that it takes all the required steps that protect the company from any risk exposure that it may face. Source code escrow provides safekeeping against one of such risks. Escrow is an essential concept for companies who deal with or are dependent on a customized software or personalized technological service.
Escrow as a concept is used in various forms, from domain name escrow to trade escrow. The term escrow essentially means safeguarding. One can keep the software, data, a service, or SaaS, etc., in escrow.
An escrow includes an escrow agent who will act whenever there is a dispute between both the parties that are involved in the agreement. These parties include a software vendor, the one who has created the source code and is not selling it to the second party, the software licensee, or the buyer. The vendor must ensure that they deposit the source code while the licensee has the right to release the source code.
A source code escrow helps avoid disputes in the future by enabling the presence of a neutral and independent escrow agent. The agent must ensure that throughout the agreement. The copyright and assets of the vendor are protected and respected while also providing the licensee with the required protection.

How does a Source Code Escrow Work?
Understanding Source Code Escrow Better
Do You Need a Source Code Escrow?

How does a Source Code Escrow Work?

A source code escrow agreement is signed in the same way the other escrows work. Once the terms and conditions of the escrow are agreed upon by both parties, they choose an agent. Here are the responsibilities of each party involved in the agreement that ensures smooth execution of the escrow.

Vendor:

The vendor will make the initial deposit of the material over which the escrow is being signed.
They also need to ensure that they will provide updates whenever necessary for the material that is provided.
They also need to provide market representations and guarantee regarding the material provided.

Buyer:

During the tenure of the agreement, it is the buyer who overlooks the compliance between the vendor and the escrow agent.
They also have the right to request any additional verification services pertaining to the material provided when needed.

Escrow Agent:

It is the agent who receives the final material that the escrow is concerned with and provides the receipt to the buyer.
They offer additional verification services whenever requested by the buyer.
Until the conditions of the release of the material are fulfilled, the buyer will hold on to and control the material provided under the agreement.

Understanding Source Code Escrow Better

Here is the short vocabulary that will help you understand source code escrow, and it's working better.

Type of Escrow Agreement

Various kinds of escrows can be managed and overlooked by an agent. Most of these are related to technology and work the same way on the ground. There exists technology escrow that is concerned with certain kinds of technologies such as prototypes or an encryption key.

Other escrows include SaaS escrow that is related to the technology and software related to SaaS, such as data, virtual machines, code, etc., and domain name escrow that holds the domain name of the website. This page dives deeper into the types of escrows.

Deposit Material Description

An escrow must contain sufficient details of the deposited material over which the agreement is being reached. The provided material should match the details that are provided in the escrow as well.

The description should include the type of technology that is involved in the product, the source code language, and maintenance documents. It should also include all other information that can help a programmer or a software engineer to work with, modify, maintain, and enhance the source code without any help from the vendor.

Designation of Paying Party

The paying party can either be the buyer, the vendor, or both. This individual has to cover the expenses, including the setup fee and an annual fee, to maintain the agreement.

Single Buyer or Multiple Buyer

The agreement includes three parties. Out of these, the buyer can include a singular entity, or there can be multiple beneficiaries included in the agreement that receive the concerning source code or technology. It can become a little complicated to manage the relationship and rights of both parties in such an agreement.

Release Conditions

These conditions should be as detailed as possible in the agreement. They may vary from one transaction to another based on the financial condition of the vendor. If the vendor enters bankruptcy, the conditions should detail the procedure of release of the source code to be followed in such a situation.

Another form of the condition that should be included is the possibility of occurrence of a future event such as the vendor falling to operate or function as per the course detailed in the agreement. The buyer must provide a notice period to decide whether the Release Conditions are true or not.

Verification Services

Verification services are fulfilled by the agent that ensures the functionality, usability, and accessibility of the material that is deposited by the vendor. There can be various tests included in the verification services, depending upon the nature of the product. These tests are necessary to ensure that the material provided can be executed and used by the buyer in a favorable working environment.

Do You Need a Source Code Escrow?

Now that you have understood the concept and primary function of escrow, the next step is to analyze whether you need it or not. Your need for a source code escrow will depend upon the following factors. To get a detailed analysis, you can refer to this page.

Operational Dependency: Consider you and your organization's dependency on the software. Tally how many employees will be affected if there is a malfunction or irregularity in the forward. Also, estimate the revenue that will be affected because of its unavailability. Higher the numbers, the more the probability that you should get an escrow. Also, consider the time it will take to get a new vendor on board if the current one faces some financial issue.

Vendor Assessment: A new vendor needs to be assessed and analyzed. You will need to ensure that they have a solid track record and product offering. Consider what will happen if the vendor is bankrupt or acquired in the middle of the process.

An escrow is an essential tool that makes sure that the software or technology that your company is dependent on is kept safe from any risk in the future. It is effective and unavoidable with the constant changes in technology.

More Samples of Source Code Escrow

Source Code Escrow. Pursuant to 62 O.S. § 34.31, if customized computer software is developed or modified exclusively for a State agency, the Supplier has a continuing obligation to comply with such law and place the source code for such software and any modifications thereto into escrow with an independent third party escrow agent. Supplier shall pay all fees charged by the escrow agent and enter into an escrow agreement, the terms of which are subject to the prior written approval of the State, including terms that provide the State receives ownership of all escrowed source code upon the occurrence of any of the following: 9.1 A bona fide material default of the obligations of the Supplier under the agreement with the applicable Customer; 9.2 An assignment by the Supplier for the benefit of its creditors; 9.3 A failure by the Supplier to pay, or an admission by the Supplier of its inability to pay, its debts as they mature; 9.4 The filing of a petition in bankruptcy by or against the Supplier when such petition is not dismissed within sixty (60) days of the filing date; 9.5 The appointment of a receiver, liquidator or trustee appointed for any substantial part of the Supplier’s property; 9.6 The inability or unwillingness of the Supplier to provide the maintenance and support services in accordance with the agreement with the agency; 9.7 Supplier’s ceasing of maintenance and support of the software; or 9.8 Such other condition as may be statutorily imposed by the future amendment or enactment of applicable Oklahoma law.

See All (16)

Source Code Escrow. (a) Promptly following the execution of this Agreement, the Company agrees to deposit into escrow (the "Source Code Escrow") with Brambles NSD, Inc., or such other entity as is reasonably satisfactory to Parent and the Company (the "Escrow Agent") CDROMs containing true, correct and complete copies of the source code, together with all relevant documentation, build instructions, and any tools or libraries used in the build process that are not commercially available in off-the-shelf or shrink wrap form, for each of its currently shipping versions of products (including but not limited to versions of products in the following product families: First Aid, UnInstaller, Oil Change, Guard Dog and CSS Repair Engine for Workgroups) and versions of all products currently under development (collectively, the "Cyclone Source Code"). Such deposit shall consist of a sealed package certified by an authorized officer of the Company to contain a true, correct and complete copy of each such item of Cyclone Source Code (in form and content) as required by this Agreement. The Company and Parent will enter into an escrow agreement with the Escrow Agent with respect to the Source Code Escrow (the "Escrow Agreement") which will provide that the Company will pay all fees and expenses of the Escrow Agent and which will contain terms and conditions consistent with the provisions of this Section 5.2 and other terms and conditions customary for such agreements. (b) On the day that is 18 business days following the commencement of the Offer (and, if the Offer is extended, on the day that is two calendar days prior to the then current Expiration Date and, if the Offer is extended at any one time by more than 25 days, every 20 days while the Offer is pending), the Company agrees to deposit into the Source Code Escrow a complete and updated copy of all Cyclone Source Code, any of which shall thereafter be deemed to be a part of the Cyclone Source Code. (c) The Escrow Agreement will direct the Escrow Agent to provide Parent reasonable access to the Cyclone Source Code for the limited purpose of ensuring that the Cyclone Source Code is what it purports to be by running a compile of the Cyclone Source Code and checking the functionality of the resulting binary code against the provided documentation. Such access shall, to the extent reasonably practicable, take place on a one-time basis with respect to each deposit of Cyclone Source Code into the Source Code Escrow, and shall be conducted...

See All (12)

Source Code Escrow. If either the Product manufacturer/developer or the Contractor offer source code or source code escrow to any other commercial customer, or if either entity seeks bankruptcy protection, then the Contractor shall either (1) provide licensee with source code for the Product, (2) place the source code in a third-party escrow arrangement with a designated escrow agent, which shall be identified to the Department, and which shall be directed to release the deposited source code in accordance with a standard escrow agreement acceptable to the Department, or (3) certify to the Department that the Product manufacturer/developer has named the State, acting by and through the Department, and the licensee, as named beneficiaries of an established escrow arrangement with its designated escrow agent, which shall be identified to the Department and licensee, and which shall be directed to release the deposited source code in accordance with the terms of escrow. Source code, as well as any corrections or enhancements, shall be updated for each new release of the Product in the same manner as provided above and such updated shall be certified in writing to the Department. The Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this paragraph. The State may release the source code to licensees under the Contract which have licensed Product or obtained services, and which may use the copy of the source code to maintain the Product.

See All (10)

Source Code Escrow. In the event that (i) IM becomes insolvent or bankrupt, (ii) IM makes an assignment for the benefit of creditors, (iii) IM consents to a trustee or receiver appointment, (iv) a trustee or receiver is appointed for IM or for a substantial part of its property without its consent, (v) IM voluntarily initiates bankruptcy, insolvency, or reorganization proceedings, or is the subject of involuntary bankruptcy, insolvency, or reorganization proceedings, or (vi) IM announces that it has entered into an agreement to be acquired by a then named Competitor, then IM and ATMI will negotiate in good faith to enter into a source code escrow agreement with Iron Mountain Incorporated in a form provided by Iron Mountain Incorporated (or if Iron Mountain Incorporated is no longer engaging in the source code escrow business, a mutually agreed source code escrow company) setting forth source code escrow deposit procedures and source code release procedures relating to Informatics Software. Notwithstanding the foregoing, the escrow instructions shall provide for a release of the source code to ATMI of the Informatics Software only upon the occurrence of (a) the filing of a Chapter 7 bankruptcy petition by IM, or a petition by IM to convert a Chapter 11 filing to a Chapter 7 filing; (b) the cessation of business operations by IM; or (c) the failure on the part of IM to comply with its contractual obligations to ATMI to comply with its maintenance and support obligations for a period of more than [*] after it has received written notice of said breach. Any dispute between the parties over whether an event has occurred that would trigger a release of source code to ATMI pursuant to the source code escrow instructions shall be resolved pursuant to Section 12.16. In the event of a release of Informatics Software source code pursuant to this section, said source code shall continue to be the Confidential Information of IM or its successor in interest In the event of a release of source code to ATMI from escrow, ATMI may only use, copy and/or modify the source code consistent with the purposes of this agreement (or have a contractor who has agreed in writing to confidentiality provisions as restrictive as those set forth in this Agreement do so on its behalf).

See All (7)

Source Code Escrow. Viewpoint shall deposit a copy of the source code for the Licensed Software with a commercial third party escrowee pursuant to the terms of an escrow agreement among Viewpoint, AOL and the Escrowee in the form of Exhibit E hereto. The escrow agreement shall provide that AOL shall be entitled to receive a copy of the source code for the Licensed Software upon the occurrence of any of the following release conditions: (a) a material breach of this Agreement (including any breach of the support obligations set forth in Exhibit B by Viewpoint) by Viewpoint which has not been timely cured, (b) any bankruptcy filing by Viewpoint, (c) Viewpoint ceases its business operations or (d) a Change of Control of Viewpoint. In any such event, the Escrowee shall deliver the source code for the Licensed Software to AOL or its designee. During the Term, Viewpoint shall deposit the latest version of the source code for the Licensed Software with Escrowee promptly after every material change in such software, including, without limitation, any and all Updates. If the source code for the Media Player Software is released pursuant to this Section 2.3, then the following license to AOL becomes effective immediately upon such release: In addition to the rights granted under Section 2.1 and Section 2.3, AOL and its Affiliates may use the source code version of the Licensed Software and Broadcast-Related Software to provide the support for AOL and AOL End Users of the Media Player Software, as AOL reasonably deems necessary, as well as for such further development as AOL chooses; the license to the source code for the purposes of support as described in the foregoing shall be perpetual. The foregoing license is subject to all of the other restrictions in this Agreement regarding the Licensed Software.

See All (7)

Source Code Escrow. As of the Effective Time, with respect to all Source Code owned or controlled by Service Provider immediately before the Effective Date, Service Provider has taken all actions required to be taken on or before the Effective Date pursuant to Section 6.4.5.

See All (6)

Source Code Escrow. Schedule 4.22(c) contains a list of all agreements under which Company has delivered source code for any Company Software Product to be held in escrow and released upon the occurrence of certain events or conditions. Company has made available to Buyer copies of all such source code escrow agreements.

See All (6)

Source Code Escrow Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses