Common use of Software Escrow Clause in Contracts

Software Escrow. At User’s written request and expense, TRX agrees to enter into an escrow agreement with the escrow agent of TRX’s choice. (a) If the parties under this Amendment agree in writing to put the source code upon which the RESX Services (“Source Code”) are based and the documentation related thereto for the Source Code into escrow (“Escrow Deposit”), TRX shall add User as a beneficiary to an escrow agreement (the “Escrow Agreement”) within thirty (30) days of the execution of this Amendment. (b) User shall be entitled to receive, and the Escrow Agreement shall provide for User to receive, a copy of the Escrow Deposit in the event any one of the following release conditions occur: (i) if TRX has availed itself of, or been subjected to by any third party, a proceeding in bankruptcy in which TRX is the named debtor, an assignment by TRX, or any other proceeding involving insolvency or the protection of, or from creditors, and same has not been discharged or terminated without any prejudice to User’s rights or interests under this Amendment within sixty (60) days; or (ii) if TRX (or a successor entity or authorized third-party) has ceased its ongoing business operations, or licensing of the RESX Services or any successor services thereto. (c) If TRX corrects any defects in, or provides any revisions, updates, modifications, enhancements, corrections or new releases to the RESX Services under this Amendment TRX shall within thirty (30) days of such release amend the Escrow Deposit and furnish the escrow agent with a corrected or revised copy of the Escrow Deposit. (d) Upon release of the Escrow Deposit, User will have a license to use the Escrow Deposit solely for the purpose of maintaining the Escrow Deposit. No ownership or other intellectual property right in the Source Code or Escrow Deposit is conveyed to User. The Escrow Deposit is provided to User for the sole and limited purpose of maintenance of the RESX Services in User’s business and all other rights, licenses, and obligations set forth herein shall continue in full force and effect. User acknowledges and agrees that it shall only use the Escrow Deposit for this limited purpose. User further acknowledges that, other than expressly set forth in this Amendment, it has received no distribution rights whatsoever, by implication or otherwise, in the Escrow Deposit by execution of this Amendment or receipt of the Escrow Deposit. (e) User shall be entitled to verify that all Escrow Deposit required to be placed into escrow have been placed into escrow in accordance with this Amendment.