Software Source Code Escrow Agreement Sample Clauses

Software Source Code Escrow Agreement. This introductory paragraph lists the date and the parties to this Agreement. We formatted this agreement uniquely to make it easy on others (judge, arbitrator(s), etc. God forbid) to readily understand who is involved, when the agreement begins and some basic summary background information. Effective Date [Date] between [Company Legal Name], (“[Company]”) a [State] [Corporation/Partnership/Sole Proprietorship/Resident], located at [Address] [City], [State] [Zip Code] and [Escrow Agent], (“Escrow Agent”) a [State] [Corporation/Partnership/Sole Proprietorship/Resident] located at [Escrow Agent Address]. Summary Developer licenses the use of certain computer programs to certain users pursuant to license agreements. Continuous availability of such programs and maintenance thereof are critical to those users. Developer performs necessary maintenance and modification of its programs for its users without disclosing such documentation to them or other persons. Developer wishes to protect the integrity of its programs from duplication, theft or other misappropriation by maintaining them in strict confidence as trade secrets, and wishes to insure that maintenance for Developer’s software is available in the event Developer is unable or fails to fulfill its maintenance obligations or in the event Developer does not remain in business. Escrow Agent is in the business of providing third-party software escrow protection by storing, retaining and allowing limited access to proprietary computer software, related media and materials.

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Software Source Code Escrow Agreement not a classical escrow Whereas source code is very precious if not the most precious software developer’s asset, due that it contains information about the inner structure and logic of a software program, it is obvious why software developers consider it to be their „crown jewel” and guard it fiercely. Source code escrow as a legal instrument was introduced in effort to strike balance between the software owner’s interests in Protecting the trade secret of its software, the source code, and a licensee's interest in obtaining the source code should a vendor become defunct or bankrupt.108 Throughout this paper it has been emphasized that source code escrow agreement is „a risk aversion and business continuity mechanism”109, usefulness of which occurs from the nature of source code – it allows to maintain and update the software. In normal circumstances these actions are carried out by the software licensor. However, if a situation arises where the licensor cannot fulfil these obligations, the ordinary praxis that software licensee receive software (installs it on a computer) in object, not source code format, may call for provisions that secure the licensee with access to source code. This is so especially in cases where software is customized for specific business needs in business-to-business arrangement. Solution for this is source code escrow, where source code is deposited with trusted third party – software agent, who is obliged to deliver source code to the software licensee if contracted-for circumstances, like software developers’ inability to provide maintenance and support services, arises. The consideration underlying source code escrow is that with source code licensee should be able to maintain software without assistance from the licensor. Maintenance involves „fixing errors, ensuring compatibility with other system upgrades and adding the functionality required in the customer’s changing business.”110 Such an arrangement can be concluded either between software developer (licensor) and escrow agent, or it can be three-party and in this case the software user (licensee) is also taking

Related Clauses

• Source Code Escrow
• SOURCE CODE ESCROW FOR LICENSED PRODUCT
• Source Code
• Software License Agreement
• Software Warranty
• Limited Software Warranty
• Third Party Software/Open Source
• Supplemental JBoss Software Conditions
• Software License Terms
• Software Support Services

Related to Software Source Code Escrow Agreement

• Source Code Escrow On the date hereof, Company shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of the source code (the "Source Code") for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"). Within [ ** ] of the installation of any new update to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement for use in continued provision of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED.
• SOURCE CODE ESCROW FOR LICENSED PRODUCT If Source Code or Source Code escrow is offered by either Contractor or Product manufacturer or developer to any other commercial customers, Contractor shall either: (i) provide Licensee with the Source Code for the Product; or (ii) place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement acceptable to the State; or (iii) will certify to the State that the Product manufacturer/developer has named the State, acting by and through the Authorized User, and the Licensee, as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the State and Licensee, and who shall be directed to release the deposited Source Code in accordance with the terms of escrow. Source Code, as well as any corrections or enhancements to such source code, shall be updated for each new release of the Product in the same manner as provided above and such updating of escrow shall be certified to the State in writing. Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this clause. The State may release the Source Code to Licensees under this Contract who have licensed Product or obtained services, who may use such copy of the Source Code to maintain the Product.
• Source Code 5.1 Nothing in this XXXX shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.
• Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times.
• Software Warranty We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the maintenance and support process set forth in Section C(9), below, the SLA and our then current Support Call Process.
• Limited Software Warranty MyECheck represents, warrants, and covenants that: MyECheck warrants to the original end user (“Customer”), and not to subsequent end users, of the Extreme Networks software product (“Software”) that for ninety (90) days from the date of installation of the Software from MyECheck, the Software shall substantially conform with the specification for the Software at the (“Documentation”). MyECheck does not warrant (i) that the Software is error free, (ii) that Customer will be able to operate the Software without problems or interruptions or (iii) that the Software will be free of vulnerability to intrusion or attack. Except for the limited warranty set forth in this section, the Software is provided “AS IS.”
• Third Party Software/Open Source Nothing in this Agreement shall restrict, limit or otherwise affect any rights or obligations You may have, or conditions to which You may be subject, under any applicable open source licenses to any open source code contained in the Software. The Software may include or be bundled with other software programs licensed under different terms and/or licensed by a licensor other than Licensor. Use of any software programs accompanied by a separate license agreement is governed by that separate license agreement. Any third party software that may be provided with the Software is included for use at Your option.
• Supplemental JBoss Software Conditions Software Access and Software Maintenance for Supplemental JBoss Software is intended and available for Development Purposes only and for up to 25 users for each 16 Core Band Subscription of Red Hat JBoss Middleware Software that you purchased. If you deploy or use the Supplemental JBoss Software for Production Purposes or for more than 25 users, you agree to purchase the appropriate Software Subscriptions for each Unit that you deploy or use. Red Hat’s Open Source Assurance Program applies only to the Red Hat JBoss Middleware Software Subscription that you purchased (such as Red Hat JBoss Enterprise Application Platform in the example above) and does not apply to Supplemental JBoss Software. JBoss xPaaS Subscriptions (defined below) are not considered Supplemental JBoss Software. Each installation and use of JBoss xPaaS Subscriptions Software for either Development Purposes or Production Purposes is a Unit and requires a paid Software Subscription.
• Software License Terms (a) Software that is made available by a Provider to Recipient in connection with any Service (any such Software being referred to herein as “TSA-Licensed Software”) provided hereunder will be subject to the terms set forth in this Section 3.5 except as otherwise provided in the applicable Service Schedule. The Provider hereby grants to the Recipient a non-exclusive, non-transferable license to use, in object code form, any TSA-Licensed Software that is made available by the Provider pursuant to a Service Schedule. For the avoidance of doubt, the Provider that makes available any TSA-Licensed Software in connection with the provision of any Service retains the unrestricted right to enhance or otherwise modify such TSA-Licensed Software at any time, provided that such enhancements or other modifications do not disrupt the provision of such Service to the Recipient.
• Software Support Services 6.1 The Software Support Services shall comprise: