Source Code Escrow Agreement. The Source Code Escrow Agreement, or an agreed-upon form of the Source Code Escrow Agreement to be entered into at a later date in accordance with Section 6.26(a) of the Common Agreement.
Source Code Escrow Agreement. Seller shall at all times keep and maintain a complete master, reproducible copy of all Source Code of all Seller Software installed at the Worksite in escrow in accordance with the terms and conditions of the Escrow Agreement attached hereto as Exhibit A (the "Escrow Agreement") and which agreement is hereby made part of this Sales Agreement, being incorporated herein by this reference. Seller will promptly update the Source Code in escrow to reflect all Upgrades installed at the Worksite. In the event that (i) a Major Failure occurs (as defined under Article 17 b)) related to Seller Software and Seller fails to respond to and perform its warranty or maintenance obligations under this Sales Agreement, or Seller (or any Seller Affiliate, if applicable) fails to respond to and perform its obligations under any Maintenance or Software Support Agreement, in each case in connection with the occurrence of such Major Failure, and Seller does not cure such failure to respond and perform within five (5) business days after written notice thereof from Purchaser, (ii) Seller fails to offer maintenance or software support services to Purchaser as reasonably required by Purchaser for it to continue its use of the Equipment as contemplated by this Sales Agreement and on terms no less favorable than those offered to Seller's similarly situated customers for similar services, (iii) this Sales Agreement is terminated by Purchaser pursuant to Article 16(a)(1), or (iv) Seller (1) becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, (2) has a receiver or trustee in bankruptcy is appointed for it, or (3) has any proceeding in bankruptcy, receivership or liquidation instituted against it which is not dismissed within thirty (30) days following the commencement thereof, Purchaser shall be entitled to the Source Code as provided for in the Escrow Agreement. Seller hereby grants to Purchaser, effective upon the occurrence of any of the events set forth in any of the clauses (i) through (iv) of the immediately preceding paragraph, a perpetual, non-exclusive, right and license to (a) use, copy, modify, adapt and create derivative works of the Source Code, and (b) decompile, reverse engineer or disassemble any Seller Software or modify, adapt or create derivative works of Seller Software or its documentation, in each case solely in connection with Purchaser's and its Affiliates' and their respective contractors' use, maintenance and support of the Softw...
Source Code Escrow Agreement. LICENSOR shall deliver to NCC Escrow International Limited (the "Escrow Agent"), simultaneously with the execution and delivery of this Agreement, the source code for the Licensed Software, and periodically thereafter as the same is created, the source code for all corrections, updates, enhancements and new versions of the Licensed Software (collectively, the "Source Code"). The Source Code shall be held and disbursed by the Escrow Agent strictly in accordance with the terms of a Source Code Escrow Agreement in the form a attached hereto as Schedule 2.6 (the "Escrow Agreement"), which will be entered into by and among LICENSOR, LICENSEE, and the Escrow Agent simultaneously with the execution and delivery of this Agreement. In the event the Source Code shall be delivered to LICENSEE by the Escrow Agent pursuant to the terms of the Escrow Agreement, LICENSEE shall thereafter have a perpetual, unlimited, worldwide, royalty free, fully paid up license to copy, reproduce, use, distribute, sublicense, modify, change, alter, translate, and improve the Software without accounting to LICENSOR.
3. Supply of Licensed Software Copies.
Source Code Escrow Agreement. Upon receipt of all applicable fees from Customer associated with said escrow, MPOWER acknowledges that it shall deliver to Norwest Bank, an escrow agent (the "Escrow Agent") the Source Code for MPOWER Release. During the term of the license for the MPOWER Release granted in this Agreement, MPOWER shall deliver to the Escrow Agent all modifications of the said Source Code so as to ensure that the Source Code in possession of the Escrow Agent represents at all times the most current version of MPOWER Release being operated by Customer. In addition, if Customer uses the MPOWER Product Source Code, it will only be for the purposes for which the Object Code is licensed under this Agreement and not for re-license, reverse engineering or to create a derivative product. The Confidential and Proprietary Information provisions of Section II apply also to the Source Code.
Source Code Escrow Agreement. 10.01 Company confirms that: A Software Source Code Escrow Agreement will be made and entered into by and among Authority, Company and an Escrow Agent to be agreed upon by the Parties. The account, if needed, will contain relevant Source Code related to the Lab Products provided by Company at the Airport.
10.02 Company shall: A. Comply with Exhibit D, Escrow Agreement;
Source Code Escrow Agreement. The Escrow Agreement shall provide that the escrow agent shall release the Source Code Escrow to the State in the event of: (a) Provider’s insolvency, bankruptcy, or involvement in an involuntary proceeding for protection of its creditors, (b) Provider materially breaches this Agreement; (c) Provider fails to continue development of the Software contained in the Application; (d) Provider fails to provide the State with the most recent version of the Software contained in the Application; or (e) any other circumstance whereby Provider can no longer satisfy its obligation to provide Services to the State under this Agreement, a through e above are referred to individually as a “Release Condition” or collectively as “Release Conditions”.
Source Code Escrow Agreement. The Administrative Agent shall have received a duly-executed Source Code Escrow Agreement by and between Holdings, the Administrative Agent and a nationally-recognized, reputable third party software escrow agent reasonably agreeable to the Administrative Agent substantially in the form of Exhibit L.
Source Code Escrow Agreement eSoft and Gateway shall enter into the source code escrow agreement in the form attached hereto as Exhibit A, and [...***...] shall pay [...***...] associated with such escrow.
Source Code Escrow Agreement. At the request of Swedavia the Parties shall enter into a source code escrow agreement (the "Escrow Agreement") pursuant to the terms of the Stockholm Chamber of Commerce ("Chamber of Commerce") template agreement for source code escrow ("Template Agreement"). The Escrow Agreement shall include an obligation for the Supplier to continually deposit the latest version of the source code for the Deliverables/Results. Notwithstanding the foregoing, the Supplier shall only be liable to deposit the source code owned by a third party in the event that consent to such deposition can be obtained from the third party. The Supplier shall take all reasonable measures to obtain such consent from the third party. The Parties agree that the Escrow Agreement, in addition to the situations described in the Template Agreement, also shall include instructions on disclosure of source code in the event that Swedavia exercises its right to terminate the Agreement. With the exception of charges to be paid to the Chamber of Commerce, which is to be borne by Swedavia, each Party shall bear its own costs associated with the escrow.
Source Code Escrow Agreement. In order to provide the CITY with controlled access to the source code of CONTRACTOR's Licensed Software, CONTRACTOR has entered into a Source Code Escrow Agreement with Iron Mountain Intellectual Property Management (formerly DSI Technology), 0000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx, 00000. CONTRACTOR shall add the CITY as beneficiary to the Source Code Escrow Agreement, Exhibit G, prior to the date of the Project Plan meeting required under Section 6.2. Failure to do such shall constitute a material breach of this Agreement. Once enrolled as a beneficiary, the CITY shall be issued an enrollment letter and a copy of the escrow agreement from Iron Mountain. There are no fees for the CITY to be enrolled as a beneficiary of the escrow agreement. In addition, to ensure system continuity in the event the CITY needs to access the Licensed Software without CONTRACTOR interaction, CONTRACTOR shall submit updated source code at the time this Fourth Amended Agreement is executed and thereafter from time to time, but at a minimum every six (6) months.
