Common use of Source Code Escrow Clause in Contracts

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.

Source Code Escrow. Viewpoint During the period commencing on the Closing Date and ending fifteen (15) years thereafter, Xxxxxx shall deposit and maintain in escrow all source code within the Licensed Xxxxxx IP and Licensed Xxxx IP (and documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code) in Xxxxxx’x possession and under Xxxxxx’x control for software necessary to operate Products within the Licensed Fields and using FOSSL Technology, or developed by Xxxxxx pursuant to any separate agreement with Philips and involving or relating to FOSSL Technology as imaged on a copy hard drive (collectively, “Source Code Materials”) with [***] (or, if [***] is not reasonably available, with another reputable software escrow company to be mutually agreed by the Parties). 5.1 During such period, Xxxxxx shall periodically update such Source Code Materials with the latest versions thereof in Xxxxxx’x possession and under Xxxxxx’x control. CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 5.2 During such period, the Source Code Materials shall be released to Philips in the event of the bankruptcy, liquidation or insolvency of Xxxxxx or an assignment for the benefit of creditors by Xxxxxx, or in the event that Philips requires access to the Source Code Materials to comply with any governmental request. In addition, unless otherwise provided for separately in an agreement between Xxxxxx and Philips, if Philips requests modifications to software licensed hereunder, including without limitation bug fixes or additional functionality requested by Philips, and Xxxxxx refuses to perform the development, maintenance or support of such software requested by Philips at Xxxxxx’x standard rates or other reasonable and customary terms (it being understood that Xxxxxx has no obligation to do so), then Xxxxxx shall cause the release of the applicable portion of the software to Philips. Philips shall protect the confidentiality of any source code made available to it hereunder with the same degree of care it uses to protect its own source code and in any event no less than reasonable care. 5.3 All fees and expenses payable to [***] (or such other escrow company, if any) for the establishment and maintenance of such escrow arrangement shall be [***] 5.4 If Xxxxxx has in Xxxxxx’x possession and under Xxxxxx’x control any source code within the Licensed Software with a commercial third party escrowee Xxxx IP (e.g., after the release of such source code to Xxxxxx pursuant to the terms and conditions of an Xxxxxx’x escrow agreement among Viewpointwith Xxxx, AOL and the Escrowee in the form event of Exhibit E hereto. The a default by Xxxx which causes such source code to be released from escrow), Xxxxxx shall deposit such source code into escrow agreement shall provide that AOL shall be entitled to receive a copy for inclusion as part 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 SoftwareSource Code Materials hereunder.

Source Code Escrow. Viewpoint shall deposit a copy In accordance with Section 5 of the source code for the Licensed Software with a commercial third party escrowee pursuant Xxxxxx-Xxxxxxx Agreement, SPE, Xxxxxx, Philips and [***] (or, if [***] is not reasonably available, another reputable software escrow company to the terms of be mutually agreed by SPE, Xxxxxx and Philips) shall enter into an escrow agreement among Viewpointgoverning the deposit and release of the Source Code Materials described in this Section 5 (such agreement, AOL and the Escrowee in the form of Exhibit E hereto“Escrow Agreement”). The escrow agreement Escrow Agreement shall provide that AOL shall be entitled to receive a copy also govern the deposit and release of the source code for materials within the Licensed Software upon the occurrence definition of any “Source Code Materials” as defined in Section 5 of the following release conditions: (a) a material breach Xxxxxx-Xxxxxxx Agreement in accordance with the terms and conditions 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 designeesection. During the Termperiod commencing on the Closing Date and ending [***] thereafter, Viewpoint SPE shall deposit and maintain in escrow all source code within the Licensed Xxxx IP (and documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code) in SPE’s possession and under SPE’s control for software necessary to operate Products within the Licensed Fields and using FOSSL Technology, as imaged on a hard drive (collectively, “Source Code Materials”) with [***] (or, if [***] is not reasonably available, with another reputable software escrow company to be mutually agreed by the Parties). CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 5.1 During such period, SPE shall periodically update such Source Code Materials with the latest version versions thereof in SPE’s possession and under SPE’s control. 5.2 During such period, the Source Code Materials shall be released to Philips in the event of the bankruptcy, liquidation or insolvency of Xxxxxx or an assignment for the benefit of creditors by Xxxxxx, or in the event that Philips requires access to the Source Code Materials to comply with any governmental request. In addition, unless otherwise provided for separately in an agreement between Xxxxxx and Philips, if Philips requests modifications to software licensed hereunder, including without limitation bug fixes or additional functionality requested by Philips, and Xxxxxx refuses to perform the development, maintenance or support of such software requested by Philips at Xxxxxx’x standard rates or other reasonable and customary terms (it being understood that Xxxxxx has no obligation to do so), then SPE shall cause the release of the applicable portion of the software to Philips. Philips shall protect the confidentiality of any source code made available to it hereunder with the same degree of care it uses to protect its own source code and in any event no less than reasonable care. 5.3 All fees and expenses payable to [***] (or such other escrow company, if any) for the Licensed Software with Escrowee promptly after every material change in establishment and maintenance of such software, including, without limitation, any and all Updates. If escrow arrangement under 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 Escrow Agreement shall be perpetual. The foregoing license is subject to all of the other restrictions in this Agreement regarding the Licensed Softwareborne and paid by Philips.

Source Code Escrow. Viewpoint During the period commencing on the Closing Date and ending fifteen (15) years thereafter, Xxxxxx shall deposit and maintain in escrow all source code within the Licensed Xxxxxx IP and Licensed Xxxx IP (and documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code) in Xxxxxx’x possession and under Xxxxxx’x control for software necessary to operate Products within the Licensed Fields and using FOSSL Technology, or developed by Xxxxxx pursuant to any separate agreement with Philips and involving or relating to FOSSL Technology as imaged on a copy hard drive (collectively, “Source Code Materials”) with [***] (or, if [***] is not reasonably available, with another reputable software escrow company to be mutually agreed by the Parties). 5.1 During such period, Xxxxxx shall periodically update such Source Code Materials with the latest versions thereof in Xxxxxx’x possession and under Xxxxxx’x control. 5.2 During such period, the Source Code Materials shall be released to Philips in the event of the bankruptcy, liquidation or insolvency of Xxxxxx or an assignment for the benefit of creditors by Xxxxxx, or in the event that Philips requires access to the Source Code Materials to comply with any governmental request. In addition, unless otherwise provided for separately in an agreement between Xxxxxx and Philips, if Philips requests modifications to software licensed hereunder, including without limitation bug fixes or additional functionality requested by Philips, and Xxxxxx refuses to perform the development, maintenance or support of such software requested by Philips at Xxxxxx’x standard rates or other reasonable and customary terms (it being understood that Xxxxxx has no obligation to do so), then Xxxxxx shall cause the release of the applicable portion of the software to Philips. Philips shall protect the confidentiality of any source code made available to it hereunder with the same degree of care it uses to protect its own source code and in any event no less than reasonable care. 5.3 All fees and expenses payable to [***] (or such other escrow company, if any) for the establishment and maintenance of such escrow arrangement shall be borne and paid by Philips. 5.4 If Xxxxxx has in Xxxxxx’x possession and under Xxxxxx’x control any source code within the Licensed Software with a commercial third party escrowee Xxxx IP (e.g., after the release of such source code to Xxxxxx pursuant to the [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. terms and conditions of an Xxxxxx’x escrow agreement among Viewpointwith Xxxx, AOL and the Escrowee in the form event of Exhibit E hereto. The a default by Xxxx which causes such source code to be released from escrow), Xxxxxx shall deposit such source code into escrow agreement shall provide that AOL shall be entitled to receive a copy for inclusion as part 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 SoftwareSource Code Materials hereunder.

Source Code Escrow. Viewpoint shall deposit a copy In accordance with Section 5 of the source code for the Licensed Software with a commercial third party escrowee pursuant Xxxxxx-Xxxxxxx Agreement, SPE, Xxxxxx, Philips and I [***] (or, if [***] is not reasonably available, another reputable software escrow company to the terms of be mutually agreed by SPE, Xxxxxx and Philips) shall enter into an escrow agreement among Viewpointgoverning the deposit and release of the Source Code Materials described in this Section 5 (such agreement, AOL and the Escrowee in the form of Exhibit E hereto“Escrow Agreement”). The escrow agreement Escrow Agreement shall provide that AOL shall be entitled to receive a copy also govern the deposit and release of the source code for materials within the Licensed Software upon the occurrence definition of any “Source Code Materials” as defined in Section 5 of the following release conditions: (a) a material breach Xxxxxx-Xxxxxxx Agreement in accordance with the terms and conditions 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 designeesection. During the Termperiod commencing on the Closing Date and ending fifteen (15) years thereafter, Viewpoint SPE shall deposit and maintain in escrow all source code within the Licensed Xxxx IP (and documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code) in SPE’s possession and under SPE’s control for software necessary to operate Products within the Licensed Fields and using FOSSL Technology, as imaged on a hard drive (collectively, “Source Code Materials”) with [***] (or, if [***] is not reasonably [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. available, with another reputable software escrow company to be mutually agreed by the Parties). 5.1 During such period, SPE shall periodically update such Source Code Materials with the latest version versions thereof in SPE’s possession and under SPE’s control. 5.2 During such period, the Source Code Materials shall be released to Philips in the event of the bankruptcy, liquidation or insolvency of Xxxxxx or an assignment for the benefit of creditors by Xxxxxx, or in the event that Philips requires access to the Source Code Materials to comply with any governmental request. In addition, unless otherwise provided for separately in an agreement between Xxxxxx and Philips, if Philips requests modifications to software licensed hereunder, including without limitation bug fixes or additional functionality requested by Philips, and Xxxxxx refuses to perform the development, maintenance or support of such software requested by Philips at Xxxxxx’x standard rates or other reasonable and customary terms (it being understood that Xxxxxx has no obligation to do so), then SPE shall cause the release of the applicable portion of the software to Philips. Philips shall protect the confidentiality of any source code made available to it hereunder with the same degree of care it uses to protect its own source code and in any event no less than reasonable care. 5.3 All fees and expenses payable to [***] (or such other escrow company, if any) for the Licensed Software with Escrowee promptly after every material change in establishment and maintenance of such software, including, without limitation, any and all Updates. If escrow arrangement under 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 Escrow Agreement shall be perpetual. The foregoing license is subject to all of the other restrictions in this Agreement regarding the Licensed Softwareborne and paid by Philips.

Source Code Escrow. Viewpoint shall deposit a copy In accordance with Section 5 of the source code for the Licensed Software with a commercial third party escrowee pursuant Hansxx-Xxxxxxx Xxxeement, SPE, Hansxx, Xxilips and [***] (or, if [***] is not reasonably available, another reputable software escrow company to the terms of be mutually agreed by SPE, Hansxx xxx Philips) shall enter into an escrow agreement among Viewpointgoverning the deposit and release of the Source Code Materials described in this Section 5 (such agreement, AOL and the Escrowee in the form of Exhibit E hereto“Escrow Agreement”). The escrow agreement Escrow Agreement shall provide that AOL shall be entitled to receive a copy also govern the deposit and release of the source code for materials within the Licensed Software upon the occurrence definition of any “Source Code Materials” as defined in Section 5 of the following release conditions: (a) a material breach Hansxx-Xxxxxxx Xxxeement in accordance with the terms and conditions 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 designeesection. During the Termperiod commencing on the Closing Date and ending fifteen (15) years thereafter, Viewpoint SPE shall deposit and maintain in escrow all source code within the Licensed Luna XX (and documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code) in SPE’s possession and under SPE’s control for software necessary to operate Products within the Licensed Fields and using FOSSL Technology, as imaged on a hard drive (collectively, “Source Code Materials”) with [***] (or, if [***] is not reasonably available, with another reputable software escrow company to be mutually agreed by the Parties). 5.1 During such period, SPE shall periodically update such Source Code Materials with the latest version versions thereof in SPE’s possession and under SPE’s control. 5.2 During such period, the Source Code Materials shall be released to Philips in the event of the bankruptcy, liquidation or insolvency of Hansxx xx an assignment for the benefit of creditors by Hansxx, xx in the event that Philips requires access to the Source Code Materials to comply with any governmental request. In addition, unless otherwise provided for separately in an agreement between Hansxx xxx Philips, if Philips requests modifications to software licensed hereunder, including without limitation bug fixes or additional functionality requested by Philips, and Hansxx xxxuses to perform the development, maintenance or support of such software requested by Philips at Hansxx’x xxxndard rates or other reasonable and customary terms (it being understood that Hansxx xxx no obligation to do so), then SPE shall cause the release of the applicable portion of the software to Philips. Philips shall protect the confidentiality of any source code made available to it hereunder with the same degree of care it uses to protect its own source code and in any event no less than reasonable care. 5.3 All fees and expenses payable to [***] (or such other escrow company, if any) for the Licensed Software with Escrowee promptly after every material change in establishment and maintenance of such software, including, without limitation, any and all Updates. If escrow arrangement under 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 Escrow Agreement shall be perpetual. The foregoing license is subject to all of the other restrictions in this Agreement regarding the Licensed Softwareborne and paid by Philips.

Source Code Escrow. Viewpoint Xxxx shall deposit a copy of the in escrow all source code for software necessary to operate 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 Xxxx Product (including source code for software within the Licensed Software upon Interrogator, as may exist as of the occurrence date hereof and as updated), as imaged on a hard drive with all of the files and utilities necessary to compile or synthesize the source code, together with any documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code (collectively, “Xxxx Product Deposit Materials”) with [****]. Xxxx shall periodically update such Xxxx Product Deposit Materials with the latest versions thereof, but no less frequently than once each calendar quarter. The Xxxx Product Deposit Materials shall be released to Intuitive in the event any of the following release conditions: occurs (abut not in any other case): (i) a material breach refusal of Xxxx to perform continued development, maintenance, upgrading, or support of the software within the Xxxx Product Deposit Materials under Xxxx’x standard rates or under other reasonable and customary terms (it being understood that Xxxx has no obligation to do so hereunder outside of the Development Program or outside of obligations arisen from the triggering of Standby Rights under Section 8.3) or failure of Xxxx to provide such services after agreeing to do so (following notice and an opportunity to cure such failure within [****], and (ii) the bankruptcy, liquidation or insolvency of Xxxx or an assignment for the benefit of creditors by Xxxx. All fees and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. expenses payable to [****] for the establishment and maintenance of such escrow arrangement shall be borne and paid by Intuitive. Within [****] days following the date of this Agreement Amendment, the Parties shall negotiate and enter into an escrow agreement between the Parties and [****] to establish the escrow arrangement described above under the terms and conditions described above (including any breach and other reasonable and customary terms and conditions). Xxxx shall make the initial deposit 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 materials described above into escrow within [****] after 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 escrow agreement 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 Softwareentered into.