MAINTENANCE SUBSCRIPTION. 3.1 DoubleClick will provide each Update and Upgrade to Licensee promptly after they become available when and as they become available ("Subscription"). In reasonable time prior to the delivery of a new release, DoubleClick shall make available to Licensee all amendments to the Software's specification which shall describe the facilities and functions of the new release. Licensee may acquire additional copies of the documentation at DoubleClick's then current standard rates. 3.2 DoubleClick agrees to make available to Licensee the option to enroll as a registrant under its Source Code Escrow Agreement. The conditions for release of source code shall be limited to (i) DoubleClick's material breach of its obligations under this Software Maintenance and Support Agreement which remains uncured for thirty (30) days after DoubleClick's receipt of notice to cure or if not capable of being cured within such thirty (30) day period, DoubleClick fails to begin to cure or fails to continue to diligently pursue cure within such thirty (30) day period; (ii) DoubleClick ceases to do business in the ordinary course for a period of sixty (60) days or more; or (iii) the institution by or against DoubleClick of bankruptcy proceedings for total liquidation which are not dismissed within sixty (60) days or if this Agreement is rejected in a bankruptcy proceeding. In the event of release of source code from the escrow, Licensee shall have the right to correct errors in and make modifications to the Product for internal use consistent with the license granted in the License Agreement. Licensee shall be responsible for all associated escrow fees. 12 SECTION 4
Appears in 1 contract
MAINTENANCE SUBSCRIPTION. 3.1 DoubleClick will provide each Update and Upgrade to Licensee promptly after they become available when and as they become available ("Subscription"). In reasonable time prior to the delivery of a new release, DoubleClick shall make available to Licensee all amendments to the Software's specification which shall describe the facilities and functions of the new release. Licensee may acquire additional copies of the documentation at DoubleClick's then current standard rates.
3.2 DoubleClick agrees to make available to Licensee the option to enroll as a registrant under its Source Code Escrow Agreement. The conditions for release of source code shall be limited to (i) DoubleClick's material breach of its obligations under this Software Maintenance and Support Agreement which remains uncured for thirty (30) days after DoubleClick's receipt of notice to cure or if not capable of being cured within such thirty (30) day period, DoubleClick fails to begin to cure or fails to continue to diligently pursue cure within such thirty (30) day period; (ii) DoubleClick ceases to do business in the ordinary course for a period of sixty (60) days or more; or (iii) the institution by or against DoubleClick of bankruptcy proceedings for total liquidation which are not dismissed within sixty (60) days or if this Agreement is rejected in a bankruptcy proceeding. In the event of release of source code from the escrow, Licensee shall have the right to correct errors in and make modifications to the Product for internal use consistent with the license granted in the License Agreement. Licensee shall be responsible for all associated escrow fees. 12 24 SECTION 44 FEES
Appears in 1 contract