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.
Appears in 16 contracts
Samples: Naspo Valuepoint Master Agreement, Contract, Naspo Valuepoint Master Agreement
