Common use of Source Code Escrow Clause in Contracts

Source Code Escrow. iSecureTrac agrees to place and maintain in escrow, on an ongoing basis, commented source code for the Application, together with all compiling and linking information and related documentation (collectively, "Software Escrow Materials"), upon the terms and conditions set forth in the Escrow Agreement in Attachment 3 (the "Source Code Escrow Agreement"). iSecureTrac shall, within sixty (60) days of the release of any modification, update, upgrade, revision, new release, or new version of the Application, deposit updated Software Escrow Materials into escrow with the escrow agent under the Source Code Escrow Agreement (the "Escrow Agent") to reflect such modifications, revisions, updates, upgrades, new releases, and/or new versions of the Software. Upon the occurrence of any condition triggering release of the Source Code Escrow Materials to DISTRIBUTOR under the Source Code Escrow Agreement (each a "Release Condition"), DISTRIBUTOR shall have, and iSecureTrac hereby grants to DISTRIBUTOR, a non-exclusive, royalty free, fully paid, irrevocable, perpetual license in the Software Escrow Materials and all Intellectual Property Rights therein to use, copy, modify, enhance, and create derivative works from the Software Escrow Materials to provide, perform, and/or support Maintenance Services to and for its Customers, through the services of DISTRIBUTOR's own employees and/or its independent contractors. Upon the occurrence of any Release Condition, DISTRIBUTOR shall have the right and option to obtain the Software Escrow Materials from the Escrow Agent under the Source Code Escrow Agreement or directly from iSecureTrac.

Source Code Escrow. iSecureTrac agrees (a) Prior to place and maintain in escrowthe Effective Date, on an ongoing basis, commented source code for the Application, together with all compiling and linking information and related documentation (collectively, "Software Escrow Materials"), upon the terms and conditions set forth in the Escrow Agreement in Attachment 3 (the "Source Code Escrow Agreement"). iSecureTrac shall, within sixty (60) days of the release of any modification, update, upgrade, revision, new release, or new Service Provider shall have deposited a current version of the Applicationsource code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit updated copies of the source code of any Updates or other modifications to the GHX Exchange Software Escrow Materials into escrow or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow agent under arrangements contemplated by the Source Code Escrow Agreement Agreement. (the "Escrow Agent"b) to reflect such modifications, revisions, updates, upgrades, new releases, and/or new versions of the Software. Upon the occurrence of any condition triggering release an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Materials to DISTRIBUTOR under Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code Escrow Agreement (in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each a "Release Condition"), DISTRIBUTOR shall have, and iSecureTrac hereby grants to DISTRIBUTOR, a non-exclusive, royalty free, fully paid, irrevocable, perpetual license in the Software Escrow Materials and all Intellectual Property Rights therein to use, copy, modify, enhance, and create derivative works from the Software Escrow Materials to provide, perform, and/or support Maintenance Services to and for its Customers, through the services of DISTRIBUTOR's own employees and/or its independent contractors. Upon the occurrence of any Release Condition, DISTRIBUTOR shall have the right and option to obtain the Software Escrow Materials from the Escrow Agent under use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement or directly from iSecureTracAgreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. iSecureTrac agrees (a) Prior to place and maintain in escrowthe Effective Date, on an ongoing basis, commented Service Provider shall have deposited a current version of the source code (to the extent such source code is owned by Service Provider) for the ApplicationGHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, together with all compiling and linking information and related documentation (collectively, "Software Escrow Materials"), upon other than software relating to the terms and conditions set forth in Novation Marketplace as it exists immediately before the Escrow Agreement in Attachment 3 Effective Time (the "Source Code Escrow AgreementCurrent Version"). iSecureTrac shall) with Iron Mountain, within sixty (60) days of the release of any modification, update, upgrade, revision, new release, Inc. or new version of the Application, deposit updated Software Escrow Materials into escrow with the another escrow agent under reasonably agreed by the Source Code Escrow Agreement Parties (the "Escrow Agent") pursuant to reflect such modifications, revisions, updates, upgrades, new releases, and/or new versions an escrow agreement executed by each of the SoftwareParties and the Escrow Agent, in form and substance satisfactory to each of the Parties ("Escrow Agreement"). The Escrow Agreement shall be based on the Escrow Agent's standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the "Source Code"), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each [*****] during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of any condition triggering release an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Materials to DISTRIBUTOR under Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code Escrow Agreement (in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each a "Release Condition"), DISTRIBUTOR shall have, and iSecureTrac hereby grants to DISTRIBUTOR, a non-exclusive, royalty free, fully paid, irrevocable, perpetual license in the Software Escrow Materials and all Intellectual Property Rights therein to use, copy, modify, enhance, and create derivative works from the Software Escrow Materials to provide, perform, and/or support Maintenance Services to and for its Customers, through the services of DISTRIBUTOR's own employees and/or its independent contractors. Upon the occurrence of any Release Condition, DISTRIBUTOR shall have the right and option to obtain the Software Escrow Materials from the Escrow Agent under use the Source Code to exercise Novation, VHA, UHC and HPPI's rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI's rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation's reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement or directly from iSecureTracAgreement, in which case "Source Code" shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. iSecureTrac agrees (a) Prior to place and maintain in escrowthe Effective Date, on an ongoing basis, commented source code for the Application, together with all compiling and linking information and related documentation (collectively, "Software Escrow Materials"), upon the terms and conditions set forth in the Escrow Agreement in Attachment 3 (the "Source Code Escrow Agreement"). iSecureTrac shall, within sixty (60) days of the release of any modification, update, upgrade, revision, new release, or new Service Provider shall have deposited a current version of the Applicationsource code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit updated copies of the source code of any Updates or other modifications to the GHX Exchange Software Escrow Materials into escrow or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each [*****] during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow agent under arrangements contemplated by the Source Code Escrow Agreement Agreement. (the "Escrow Agent"b) to reflect such modifications, revisions, updates, upgrades, new releases, and/or new versions of the Software. Upon the occurrence of any condition triggering release an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Materials to DISTRIBUTOR under Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code Escrow Agreement (in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each a "Release Condition"), DISTRIBUTOR shall have, and iSecureTrac hereby grants to DISTRIBUTOR, a non-exclusive, royalty free, fully paid, irrevocable, perpetual license in the Software Escrow Materials and all Intellectual Property Rights therein to use, copy, modify, enhance, and create derivative works from the Software Escrow Materials to provide, perform, and/or support Maintenance Services to and for its Customers, through the services of DISTRIBUTOR's own employees and/or its independent contractors. Upon the occurrence of any Release Condition, DISTRIBUTOR shall have the right and option to obtain the Software Escrow Materials from the Escrow Agent under use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement or directly from iSecureTracAgreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. iSecureTrac agrees (a) Prior to place and maintain in escrowthe Effective Date, on an ongoing basis, commented Service Provider shall have deposited a current version of the source code (to the extent such source code is owned by Service Provider) for the ApplicationGHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, together with all compiling and linking information and related documentation (collectively, "Software Escrow Materials"), upon other than software relating to the terms and conditions set forth in Novation Marketplace as it exists immediately before the Escrow Agreement in Attachment 3 Effective Time (the "Source Code Escrow AgreementCurrent Version"). iSecureTrac shall) with Iron Mountain, within sixty (60) days of the release of any modification, update, upgrade, revision, new release, Inc. or new version of the Application, deposit updated Software Escrow Materials into escrow with the another escrow agent under reasonably agreed by the Source Code Escrow Agreement Parties (the "Escrow Agent") pursuant to reflect such modifications, revisions, updates, upgrades, new releases, and/or new versions an escrow agreement executed by each of the SoftwareParties and the Escrow Agent, in form and substance satisfactory to each of the Parties ("Escrow Agreement"). The Escrow Agreement shall be based on the Escrow Agent's standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the "Source Code"), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of any condition triggering release an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Materials to DISTRIBUTOR under Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code Escrow Agreement (each a "Release Condition"), DISTRIBUTOR shall have, and iSecureTrac hereby grants to DISTRIBUTOR, a non-exclusive, royalty free, fully paid, irrevocable, perpetual license in the Software Escrow Materials and all Intellectual Property Rights therein to use, copy, modify, enhance, and create derivative works from the Software Escrow Materials to provide, perform, and/or support Maintenance Services to and for its Customers, through the services of DISTRIBUTOR's own employees and/or its independent contractors. Upon the occurrence of any Release Condition, DISTRIBUTOR shall have the right and option to obtain the Software Escrow Materials from the Escrow Agent under the Source Code Escrow Agreement or directly from iSecureTracconfidence in accordance with Section 10.1.