Common use of Technology Escrow Clause in Contracts

Technology Escrow. 11.1 To ensure that Microsoft will have access to such technology as may be necessary or appropriate to permit it to use the Product to generate search results (and to develop enhancements and other derivative works for use in connection with the Product) as contemplated by this Agreement and the Ancillary Agreements, Inktomi agrees to provide to an escrow agent, the identity of which is satisfactory to Inktomi and Microsoft, a copy of all source code, binary code and related documentation used in, or in connection with the development of, the Product or the Deliverables (including all related enhancements), concurrently with the deployment or delivery of the applicable Deliverable or Product (including all related enhancements) to Microsoft. Without limiting the generality of the foregoing, all source code, binary code and documentation for the Inktomi's Search Engine and relevant Coupled Cluster Technology will be escrowed hereunder. Said escrow agent will hold such code and documentation in escrow, and release it if and only if it is permitted to do so pursuant to the terms and conditions of the Escrow Agreement appended hereto as Schedule I. The parties shall execute an Escrow Agreement substantially in the form of Schedule I concurrently with the execution of this Agreement. 11.2 If Microsoft is entitled to receive any source code, binary code and/or documentation pursuant to said Escrow Agreement, (i) Inktomi will be deemed to automatically have granted to Microsoft a non-exclusive and irrevocable license during the remainder of the Term and throughout the Territory to use the Product (and all required underlying Inktomi Technology) solely to generate search results (and to create enhancements and derivative works for use in connection with the Product) as contemplated by this Agreement and the Ancillary Agreements, and (ii) Inktomi agrees to furnish to Microsoft, upon Microsoft's request, the services of Inktomi personnel familiar with the structure and operation of such source code and/or binary code to explain such code and train Microsoft personnel in its operation. Such services shall continue for so long as is reasonably required by Microsoft personnel to become proficient in its use and application, and Inktomi will charge Microsoft only for its direct, actual, out-of-pocket costs of such services.

Technology Escrow. 11.1 To ensure that Microsoft will have access to such technology as may be necessary or appropriate to permit it to use ThinKom agrees during the Product to generate search results (and to develop enhancements and other derivative works for use in connection with the Product) as contemplated by term of this Agreement to create and maintain current copies of any technical drawings or other technical documents relating to the Ancillary Agreements, Inktomi agrees to provide to an escrow agent, the identity of which is satisfactory to Inktomi design and Microsoft, a copy of all source code, binary code and related documentation used in, or in connection with the development of, the Product or the Deliverables (including all related enhancements), concurrently with the deployment or delivery specifications of the applicable Deliverable or Product Antenna Module developed under this Agreement (including all related enhancementssuch copies the "IP Materials"). Within 90 days after the Effective Date, ThinKom will enter into binding contractual arrangement with a commercial escrow agent mutually agreeable to the Parties (the "Escrow Agent") according to which the Escrow Agent will agree (i) to Microsoft. Without limiting hold and safeguard the generality of escrowed IP Materials during the foregoing, all source code, binary code and documentation for the Inktomi's Search Engine and relevant Coupled Cluster Technology will be escrowed hereunder. Said escrow agent will hold such code and documentation in escrow, and release it if and only if it is permitted to do so pursuant to the terms and conditions of the Escrow Agreement appended hereto as Schedule I. The parties shall execute an Escrow Agreement substantially in the form of Schedule I concurrently with the execution term of this Agreement. 11.2 If Microsoft is entitled to receive any source code, binary code and/or documentation pursuant to said Escrow Agreement, (i) Inktomi will be deemed to automatically have granted to Microsoft a non-exclusive and irrevocable license during the remainder of the Term and throughout the Territory to use the Product (and all required underlying Inktomi Technology) solely to generate search results (and to create enhancements and derivative works for use in connection with the Product) as contemplated by this Agreement and the Ancillary Agreements, and (ii) Inktomi agrees to furnish to Microsoft, upon Microsoft's request, the services of Inktomi personnel familiar with the structure and operation release a copy of such source code and/or binary code escrowed IP Materials to explain Gigabeam if and when ThinKom enters into bankruptcy, liquidates or winds up its business during the term of this Agreement. Gigabeam acknowledges that the Escrow Agent will not be authorized to deliver or otherwise provide access to the escrowed IP Materials other than as described above. Subject to the delivery to Gigabeam of the escrowed IP Materials in accordance with this Section 5.5, ThinKom hereby grants to Gigabeam a non-exclusive, worldwide, royalty-bearing right and license under any Intellectual Property Rights of ThinKom to use such code and train Microsoft personnel escrowed IP Materials for any purpose in its operationthe Field of Exclusivity if provided to Gigabeam as contemplated in this Section 5.5. Such services shall continue license will continue, notwithstanding any termination of this Agreement, until the date upon which the then-current four year initial term or one year renewal terms under Section 4, as the case may be, would have expired. In consideration for the foregoing license grant, for so long as is reasonably Gigabeam makes use of ThinKom's Antenna Module product designs or any other form of ThinKom IP, Gigabeam agrees to pay to ThinKom, any License Fees normally payable under this Agreement as if ThinKom had not wound up or liquidated its business but with such Fees payable to be net of any incremental costs incurred by Gigabeam required by Microsoft personnel to become proficient provide for a continued supply of Antenna Modules to Gigabeam. GigaBeam shall pay such License Fees, net of any incremental costs, on a quarterly basis in its use and applicationarrears, and Inktomi will charge Microsoft only for its direct, actual, out-of-pocket costs which payments shall each be due within XXXXX following the end of such servicesthe XXXXX.

Technology Escrow. 11.1 To ensure that Microsoft will have access to such technology as may be necessary or appropriate to permit it to use (a) Sophia agrees during the Product to generate search results (and to develop enhancements and other derivative works for use in connection with the Product) as contemplated by term of this Agreement to create and maintain current copies of any technical drawings or other technical documents relating to the Ancillary Agreements, Inktomi agrees to provide to an escrow agent, the identity of which is satisfactory to Inktomi design and Microsoft, a copy of all source code, binary code and related documentation used in, or in connection with the development of, the Product or the Deliverables (including all related enhancements), concurrently with the deployment or delivery specifications of the applicable Deliverable or Product RF Module Systems developed under this Agreement (including all related enhancementssuch copies the "IP Materials"). Within 90 days after the Effective Date, Sophia will enter into binding contractual arrangement with a commercial escrow agent mutually agreeable to the Parties (the "Escrow Agent") according to which the Escrow Agent will agree (i) to Microsoft. Without limiting hold and safeguard the generality of escrowed IP Materials during the foregoing, all source code, binary code and documentation for the Inktomi's Search Engine and relevant Coupled Cluster Technology will be escrowed hereunder. Said escrow agent will hold such code and documentation in escrow, and release it if and only if it is permitted to do so pursuant to the terms and conditions of the Escrow Agreement appended hereto as Schedule I. The parties shall execute an Escrow Agreement substantially in the form of Schedule I concurrently with the execution term of this Agreement. 11.2 If Microsoft is entitled to receive any source code, binary code and/or documentation pursuant to said Escrow Agreement, (i) Inktomi will be deemed to automatically have granted to Microsoft a non-exclusive and irrevocable license during the remainder of the Term and throughout the Territory to use the Product (and all required underlying Inktomi Technology) solely to generate search results (and to create enhancements and derivative works for use in connection with the Product) as contemplated by this Agreement and the Ancillary Agreements, and (ii) Inktomi to release a copy of such escrowed IP Materials to Gigabeam if and when Sophia files for bankruptcy, liquidates or winds up its business during the term of this Agreement. Gigabeam acknowledges that the Escrow Agent will not be authorized to deliver or otherwise provide access to the escrowed IP Materials other than as described above. (b) Subject to the delivery to Gigabeam of the escrowed IP Materials in accordance with this Section 5.6, Sophia hereby grants to Gigabeam an exclusive (within the Field of Exclusivity), worldwide, royalty-bearing right and license under any Intellectual Property Rights of Sophia to use such escrowed IP Materials for any purpose in the Field of Exclusivity if provided to Gigabeam as contemplated in Section 5.6(a). Such license will continue, notwithstanding any termination of this Agreement, until the date upon which the then-current five year initial term or one year renewal terms under Section 4, as the case may be, would have expired. In consideration for the foregoing license grant, Gigabeam agrees to furnish pay to MicrosoftSophia, upon Microsoft's requestfor each RF Module manufactured by or on behalf of Gigabeam under the foregoing license, a royalty equal to the services prior Average Margin net of Inktomi personnel familiar with incremental costs incurred by GigaBeam to maintain continued supply of RF Modules, whereby "Prior Average Margin" shall equal the structure and operation average profit margin per RF Module, actually received by Sophia during the twelve (12) calendar months immediately prior to the release of IP Materials, as such source code and/or binary code to explain such code and train Microsoft personnel in its operation. Such services shall continue for so long as average profit margin is reasonably required determined by Microsoft personnel Sophia by reference to become proficient its documented financial records. GigaBeam shall pay such royalties on a quarterly basis in its use and applicationarrears, and Inktomi will charge Microsoft only for its direct, actual, out-of-pocket costs which payments shall each be due within thirty (30) days following the end of such servicesthe preceding calendar quarter.

Technology Escrow. 11.1 To ensure that Microsoft will have access to such technology as may be necessary or appropriate to permit it to use (a) Sophia agrees during the Product to generate search results (and to develop enhancements and other derivative works for use in connection with the Product) as contemplated by term of this Agreement to create and maintain current copies of any technical drawings or other technical documents relating to the Ancillary Agreements, Inktomi agrees to provide to an escrow agent, the identity of which is satisfactory to Inktomi design and Microsoft, a copy of all source code, binary code and related documentation used in, or in connection with the development of, the Product or the Deliverables (including all related enhancements), concurrently with the deployment or delivery specifications of the applicable Deliverable or Product RF Module Systems developed under this Agreement (including all related enhancementssuch copies the "IP Materials"). Within 90 days after the Effective Date, Sophia will enter into binding contractual arrangement with a commercial escrow agent mutually agreeable to the Parties (the "Escrow Agent") according to which the Escrow Agent will agree (i) to Microsoft. Without limiting hold and safeguard the generality of escrowed IP Materials during the foregoing, all source code, binary code and documentation for the Inktomi's Search Engine and relevant Coupled Cluster Technology will be escrowed hereunder. Said escrow agent will hold such code and documentation in escrow, and release it if and only if it is permitted to do so pursuant to the terms and conditions of the Escrow Agreement appended hereto as Schedule I. The parties shall execute an Escrow Agreement substantially in the form of Schedule I concurrently with the execution term of this Agreement. 11.2 If Microsoft is entitled to receive any source code, binary code and/or documentation pursuant to said Escrow Agreement, (i) Inktomi will be deemed to automatically have granted to Microsoft a non-exclusive and irrevocable license during the remainder of the Term and throughout the Territory to use the Product (and all required underlying Inktomi Technology) solely to generate search results (and to create enhancements and derivative works for use in connection with the Product) as contemplated by this Agreement and the Ancillary Agreements, and (ii) Inktomi to release a copy of such escrowed IP Materials to Gigabeam if and when Sophia files for bankruptcy, liquidates or winds up its business during the term of this Agreement. Gigabeam acknowledges that the Escrow Agent will not be authorized to deliver or otherwise provide access to the escrowed IP Materials other than as described above. (b) Subject to the delivery to Gigabeam of the escrowed IP Materials in accordance with this Section 5.6, Sophia hereby grants to Gigabeam an exclusive (within the Field of Exclusivity), worldwide, royalty-bearing right and license under any Intellectual Property Rights of Sophia to use such escrowed IP Materials for any purpose in the Field of Exclusivity if provided to Gigabeam as contemplated in Section 5.6(a). Such license will continue, notwithstanding any termination of this Agreement, until the date upon which the then-current five year initial term or one year renewal terms under Section 4, as the case may be, would have expired. In consideration for the foregoing license grant, Gigabeam agrees to furnish pay to MicrosoftSophia, upon Microsoft's requestfor each RF Module manufactured by or on behalf of Gigabeam under the foregoing license, the services a royalty equal to XXXXX by GigaBeam to maintain continued supply of Inktomi personnel familiar with the structure and operation of RF Modules, whereby "Prior Average Margin" shall equal XXXXX, as such source code and/or binary code to explain such code and train Microsoft personnel in its operation. Such services shall continue for so long as average profit margin is reasonably required determined by Microsoft personnel Sophia by reference to become proficient its documented financial records. GigaBeam shall pay such royalties XXXXX basis in its use and applicationarrears, and Inktomi will charge Microsoft only for its direct, actual, out-of-pocket costs which payments shall each be due within XXXXX following the end of such servicesthe XXXXX.

Technology Escrow. 11.1 To ensure that Microsoft will have access to such technology as may be necessary or appropriate to permit it to use ThinKom agrees during the Product to generate search results (and to develop enhancements and other derivative works for use in connection with the Product) as contemplated by term of this Agreement to create and maintain current copies of any technical drawings or other technical documents relating to the Ancillary Agreements, Inktomi agrees to provide to an escrow agent, the identity of which is satisfactory to Inktomi design and Microsoft, a copy of all source code, binary code and related documentation used in, or in connection with the development of, the Product or the Deliverables (including all related enhancements), concurrently with the deployment or delivery specifications of the applicable Deliverable or Product Antenna Module developed under this Agreement (including all related enhancementssuch copies the "IP Materials"). Within 90 days after the Effective Date, ThinKom will enter into binding contractual arrangement with a commercial escrow agent mutually agreeable to the Parties (the "Escrow Agent") according to which the Escrow Agent will agree (i) to Microsoft. Without limiting hold and safeguard the generality of escrowed IP Materials during the foregoing, all source code, binary code and documentation for the Inktomi's Search Engine and relevant Coupled Cluster Technology will be escrowed hereunder. Said escrow agent will hold such code and documentation in escrow, and release it if and only if it is permitted to do so pursuant to the terms and conditions of the Escrow Agreement appended hereto as Schedule I. The parties shall execute an Escrow Agreement substantially in the form of Schedule I concurrently with the execution term of this Agreement. 11.2 If Microsoft is entitled to receive any source code, binary code and/or documentation pursuant to said Escrow Agreement, (i) Inktomi will be deemed to automatically have granted to Microsoft a non-exclusive and irrevocable license during the remainder of the Term and throughout the Territory to use the Product (and all required underlying Inktomi Technology) solely to generate search results (and to create enhancements and derivative works for use in connection with the Product) as contemplated by this Agreement and the Ancillary Agreements, and (ii) Inktomi agrees to furnish to Microsoft, upon Microsoft's request, the services of Inktomi personnel familiar with the structure and operation release a copy of such source code and/or binary code escrowed IP Materials to explain Gigabeam if and when ThinKom enters into bankruptcy, liquidates or winds up its business during the term of this Agreement. Gigabeam acknowledges that the Escrow Agent will not be authorized to deliver or otherwise provide access to the escrowed IP Materials other than as described above. Subject to the delivery to Gigabeam of the escrowed IP Materials in accordance with this Section 5.5, ThinKom hereby grants to Gigabeam a non-exclusive, worldwide, royalty-bearing right and license under any Intellectual Property Rights of ThinKom to use such code and train Microsoft personnel escrowed IP Materials for any purpose in its operationthe Field of Exclusivity if provided to Gigabeam as contemplated in this Section 5.5. Such services shall continue license will continue, notwithstanding any termination of this Agreement, until the date upon which the then-current four year initial term or one year renewal terms under Section 4, as the case may be, would have expired. In consideration for the foregoing license grant, for so long as is reasonably Gigabeam makes use of ThinKom's Antenna Module product designs or any other form of ThinKom IP, Gigabeam agrees to pay to ThinKom, any License Fees normally payable under this Agreement as if ThinKom had not wound up or liquidated its business but with such Fees payable to be net of any incremental costs incurred by Gigabeam required by Microsoft personnel to become proficient provide for a continued supply of Antenna Modules to Gigabeam. GigaBeam shall pay such License Fees, net of any incremental costs, on a quarterly basis in its use and applicationarrears, and Inktomi will charge Microsoft only for its direct, actual, out-of-pocket costs which payments shall each be due within thirty (30) days following the end of such servicesthe preceding calendar quarter.