Common use of Verification of Source Code Escrow Package Clause in Contracts

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. At its option and expense, City CIS may request that the completeness and accuracy of any Source Code Escrow Package be verified. a. a) Such verification may be requested once per Source Code Escrow Package. b. b) Such verification will be conducted by Escrow AgentAgent or, or upon at least ten (10) Business Days’ prior notice to the Vendor, by another party (“verifierVerifier”) acceptable to Vendor, after full disclosure to Vendor of information reasonably requested by Vendor about Verifier. c. 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 CIS about the Source Code Escrow Package other than whether the Source Code Escrow Package was found to be complete and accurate. d. d) Unless otherwise agreed at the time by Vendor and CityCIS, 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. . e) 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 CityCIS’s sole representative at the verification. e. f) 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 CIS for any incompleteness or inaccuracy of any verification.

Verification of Source Code Escrow Package. At its option and expense, City WSP may request that the completeness and accuracy of any Source Code Escrow Package be verified. a. 1) Such verification may be requested once per Source Code Escrow Package. b. 2) Such verification will be conducted by Escrow AgentAgent or, or upon at least ten (10) Business Days’ prior notice to the Vendor, by another party (“verifierVerifier”) acceptable to Vendor, after full disclosure to Vendor of information reasonably requested by Vendor about Verifier. c. 3) Prior to conducting the verification, Verifier shall first execute a confidentiality agreement prepared by Vendor that precludes Verifier from disclosing any information to City WSP about the Source Code Escrow Package other than whether the Source Code Escrow Package was found to be complete and accurate. d. 4) Unless otherwise agreed at the time by Vendor and CityWSP, 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. . 5) 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 CityWSP’s sole representative at the verification. e. 6) 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 WSP for any incompleteness or inaccuracy of any verification.

Verification of Source Code Escrow Package. At its option and expense, City 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 Escrow AgentAgent or, or upon at least ten (10) Business Days’ prior notice to the Vendor, by another party (“verifierVerifier”) 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 Purchaser 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 CityPurchaser, 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 xxxxxxxxxxxx.Xx 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 CityPurchaser’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 Purchaser for any incompleteness or inaccuracy of any verification.