Verification of Source Code Escrow Package Clause Samples
The Verification of Source Code Escrow Package clause establishes the procedures and requirements for confirming that the source code and related materials deposited into escrow are complete, accurate, and functional. Typically, this involves an independent third party or the escrow agent reviewing the deposited materials to ensure they match the agreed specifications and can be used to build or maintain the software if released. This clause is essential for providing assurance to the licensee or beneficiary that the escrowed materials are sufficient and reliable, thereby reducing the risk of receiving unusable or incomplete source code in the event of a release.
Verification of Source Code Escrow Package. At its option and expense, City may request that the completeness and accuracy of any Source Code Escrow Package be verified.
a. Such verification may be requested once per Source Code Escrow Package.
b. Such verification will be conducted by Escrow Agent, or upon at least ten (10) Business Days’ prior notice to the Vendor, by another party (“verifier”) acceptable to Vendor, after full disclosure to Vendor of information reasonably requested by Vendor about Verifier.
c. Prior to conducting the verification, Verifier shall first execute a confidentiality agreement prepared by Vendor that precludes Verifier from disclosing any information to City about the Source Code Escrow Package other than whether the Source Code Escrow Package was found to be complete and accurate.
d. Unless otherwise agreed at the time by Vendor and City, verification will be performed on-site at Vendor’s premises, utilizing Vendor’s equipment and software, at a time reasonably acceptable to Vendor. Vendor shall make technical and support personnel available as reasonably necessary for the verification. At its discretion, Vendor may designate a representative to accompany the Source Code Escrow Package at all times, and to be present at the verification. Verifier will be City’s sole representative at the verification.
e. Verifier is solely responsible for the completeness and accuracy of the verification. Neither the Escrow Agent, if different from the Verifier, nor Vendor shall have any responsibility or liability to City for any incompleteness or inaccuracy of any verification.
Verification of Source Code Escrow Package. DCH, at its option and expense, may request that the completeness and accuracy of any Source Code Escrow Package be verified.
(i) DCH may request such verification once per year of the Term or once per Source Code Escrow Package, whichever event occurs more frequently.
(ii) Escrow Agent will conduct such verification or, upon at least ten (10) Business Days’ prior notice to Contractor, another party (the “Verifier”) reasonably acceptable to Contractor (after full disclosure to Contractor of information reasonably requested by Contractor about the Verifier) may conduct such verification.
(iii) Prior to conducting the verification, the Verifier shall first execute a form of confidentiality agreement substantially embodying the provisions of Section
Verification of Source Code Escrow Package. At its option and expense, Purchaser may request that the completeness and accuracy of any Source Code Escrow Package be verified.
a) Such verification may be requested once per Source Code Escrow Package.
b) Such verification will be conducted by CIS.
c) Prior to conducting the verification, CIS shall first execute a confidentiality agreement prepared by Vendor that precludes CIS from disclosing any information about the Source Code Escrow Package other than whether the Source Code Escrow Package was found to be complete and accurate.
d) Unless otherwise agreed at the time by Vendor and CIS, verification will be performed on-site at CIS premises, utilizing CIS equipment and software. Vendor shall make technical and support personnel available as reasonably necessary for the verification.