Technology Escrow Agreement Clause Samples

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Technology Escrow Agreement. Phone1 and SBC agree that within thirty (30) days of the Acceptance Trial and, if accepted by SBC, Phone1 shall deposit Phone1's call platform specifications, including hardware specifications, operating system requirement, etc, along with the source code and related documentation for the Upgrade (or Alternate Upgrade) into an escrow account, pursuant to a reasonable and appropriate Technology Escrow Agreement entered into by and between Phone1, SBC, and the escrow agent similar in form and content as that shown as Exhibit G. Any disputes relating to the Escrow Agreement, including whether a triggering event has occurred or Phone1's consent to release the source code, shall be resolved pursuant to the Dispute Resolution provisions of this Agreement. At a minimum, the escrow agreements shall provide that: A. The copy of the source code placed in escrow shall be reproduced and maintained on magnetic medium compatible with the equipment on which the Services are provided to SBC; B. The source code shall be accompanied by full documentation and other information and technical materials that will enable a reasonably skilled technician, programmer or analyst to maintain or enhance the subject software without references to any other materials. This information and materials shall include maintenance tools (test programs and program specifications), proprietary or third party system utilities (compiler and assembler descriptions), a description of the system/program generation, and descriptions and locations of programs not owned by Phone1 that are required for use and/or support of the Services; C. When a change is made to the source code during the term of this Agreement, the revised source code shall be deposited into escrow no later than seven (7) days after the source code has been revised, and the immediately preceding version of the source code shall remain in escrow with the revised version. All deposits of revisions to the source code shall include the documentation and other information and materials described in paragraph B above; D. The escrow agreement shall authorize the escrow agent to release the versions of the source code held in escrow to SBC immediately upon SBC's notification and the consent of Phone1, such consent not to be unreasonably withheld or delayed, to the escrow agent that one of the triggering events has occurred, and Phone1 has failed to immediately provide the source code to SBC. Such triggering events are outlined in Exhibit G, ...
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Technology Escrow Agreement i. At any time after the Program(s) reach or exceed 10,000 Active Cards, CBKC, in its good faith discretion, may require and Marketer agrees to enter into a technology escrow agreement (the “Technology Escrow Agreement”) with CBKC and an independent third party selected by CBKC and reasonably acceptable to Marketer, acting as an escrow agent (the “Technology Escrow Agent”). The Technology Escrow Agreement shall provide that Marketer has delivered and will keep updated from time to time a complete copy of the versions of the Marketer Technology then used in connection with the Program(s), and associated source code, and programming documentation in both human and machine readable forms and on durable electronic media (the “Technology Deposit Materials”).
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Technology Escrow Agreement. Concurrent with the execution of this Agreement, JAVELIN agrees to enter into the Technology Escrow Agreement in the form attached hereto as Exhibit D.
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Technology Escrow Agreement. The terms and conditions for any particular License granted in section (a) above shall require the Company to deposit all the software, including all source code, technical specifications and related documentation, needed to support the Licensed Properties (collectively, the "Deposit"), into an escrow account with a reputable software escrow agent approved by Licensees, under the terms of the standard form escrow agreement of the escrow agent which shall run concurrently with the License. Such escrow agreement shall provide Licensees with access to the Deposit upon the occurrence of a material and uncured default or breach by the Company under the License so long as the Licensees are not themselves also in material default under the License. During the period of the License, the Company shall further be obligated to deposit any enhancements, updates, amendments, modifications, or other changes to the most recent version of the Deposit (individually or collectively, "Modifications") into escrow within thirty (30) days from when such Modifications become available in general commercial release form.
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Technology Escrow Agreement. In the event IBM invokes its rights under Article 13.1, the parties agree as follows: (The following Key and Description shall apply to the symbols referred to in Sections I, II and III: OD Operations Directory ED Engineering Directory QD Quality Directory ID Information Technology Directory M MAX System C Cad System P Paper documents D Dynamics System FAS Fixes Asset System) I. Business Agreements and Access to Information ACS shall provide IBM with: A. A listing of all of its suppliers and shall assign all supplier contracts to IBM with the same terms and conditions. (E.g. Spectra, ▇▇▇▇▇▇ and the key module suppliers. (P) With regard to Spectra, Inc., see Attachment B.) B. The latest detailed manufacturing cost table (M) C. A listing of the key personnel with the skills D. A listing of the infrastructure required to replicate ACS's information technology network systems. (P/D) E. A listing of the ACS patents required to manufacture the ACS products.(P) F. The test data and documents covering all environmental approvals worldwide.(P) G. The latest supply/demand information, a listing of all work in process and finished goods inventory and a summary of all open purchase orders. (M) II. Access to Technical Information and Intellectual Property ACS shall provide IBM with: A. An updated listing of machine level control by B. All functional specifications (ED) C. A complete listing of the ▇▇▇▇ of material highlighting all custom parts and all off the shelf D. All assembly drawings and artwork. E. All manufacturing procedures for build, test, inspection, debug and final approval, including the key vendor modules (QD/OD) F. All quality control procedures covering ACS's products and processes. (ED/OD) G. ISO 9001 documentation and procedures (P) H. A listing of all parts and the sources for all parts, including all spare parts. (M) I. A copy of all regulatory agency approvals and letters of certification. (P)
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Technology Escrow Agreement. Account Number __________ This Agreement is effective ____________, 19__, among Data Securities International, Inc. ("DSI"), VI/Visualize, Inc. ("Depositor"), and Accrue Software, Inc. ("Preferred Registrant"), who collectively may be referred to in this Agreement as "the parties."
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Technology Escrow Agreement 
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Related to Technology Escrow Agreement

  • Escrow Agreement Purchaser and the Escrow Agent shall have executed and delivered the Escrow Agreement.

  • Escrow Agreements The parties hereto agree that, to the extent required by applicable law, they shall enter into and file with appropriate jurisdictions any escrow agreements or similar contractual arrangements with respect to the taxes covered by this Agreement. The terms of such agreements shall, to the extent set forth therein, and with respect to the parties thereto, prevail over the terms of this Agreement.

  • Holdback Agreement (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

  • Client Agreement We are not required to enter into a written agreement complying with the Code relating to the services that are to be provided to you.

  • Transition Agreement 12.8.1 In the event of termination of this Agreement, whether in its entirety or with respect to the Terminated Territory, Ablynx and AbbVie shall negotiate in good faith the terms and conditions of a written transition agreement (the “Transition Agreement”) pursuant to which AbbVie and Ablynx will effectuate and coordinate a smooth and efficient transition of relevant obligations and rights to Ablynx as reasonably necessary for Ablynx to exercise its licenses pursuant to Sections 12.6 and 12.7 with respect to the Licensed Products after termination of this Agreement (in its entirety or with respect to the Terminated Territory, as applicable) as and to the extent set forth in this Article 12. For purposes of clarity, AbbVie shall not be required to Manufacture or have Manufactured the Licensed Products by or on behalf of Ablynx as part of the Transition Agreement. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 12.8.2 The Transition Agreement shall provide that in the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3 or by Ablynx in its entirety pursuant to Section 12.2.1, AbbVie shall: (i) where permitted by Applicable Law, transfer to Ablynx all of its right, title, and interest in all Regulatory Documentation then Controlled by AbbVie and in its name applicable to the Licensed Products in the Territory that are the subject of an exclusive license grant in Section 12.6.1(iii); (ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above; (iii) unless expressly prohibited by any Regulatory Authority, transfer control to Ablynx of all Clinical Studies being Conducted by AbbVie as of the effective date of termination and continue to Conduct such Clinical Studies, […***…], for up to […***…] to enable such transfer to be completed without interruption of any such Clinical Study; provided, that (a) Ablynx shall not have any obligation to continue any Clinical Study unless required by Applicable Law, in which case Ablynx, if it wishes to terminate such Clinical Study, shall continue such Clinical Study […***…] until such time that Applicable Law allows such trial to be terminated (with Ablynx taking all reasonable steps to promptly terminate such Clinical Study and minimize all costs and expenses), and (b) with respect to each Clinical Study for which such transfer is expressly prohibited by the applicable Regulatory Authority, if any, AbbVie shall continue to Conduct such Clinical Study to completion, […***…]; (iv) assign (or cause its Affiliates to assign) to Ablynx all agreements with any Third Party with respect to the conduct of pre-clinical Development activities, Manufacturing or Clinical Studies for the Licensed Products, including agreements with contract research organizations, contract manufacturing organizations, clinical sites, and investigators, unless, with respect to any such agreement, such agreement (a) expressly prohibits such assignment, in which case AbbVie shall cooperate with Ablynx in reasonable respects to secure the consent of the applicable Third Party to such assignment, or (b) covers Clinical Studies for Combination Products in which any active ingredient that is not a Licensed Compound is covered by Patents Controlled by AbbVie or any of its Affiliates or covers products covered by Patents Controlled by AbbVie or any of its Affiliates in addition to the Licensed Products, in which case AbbVie shall, […***…], cooperate with Ablynx in all reasonable respects to facilitate the execution of a new agreement between Ablynx and the applicable Third Party; and (v) transfer to Ablynx all existing clinical supplies of the Licensed Compound or Licensed Product in the possession of AbbVie at the time of termination, which shall be […***…]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. In the event this Agreement is partially terminated or terminated in its entirety by Ablynx pursuant Section 12.2.1, then any actions or activities set forth in the Transition Agreement shall be […***…]. 12.8.3 The Transition Agreement shall provide that in the event of a termination of this Agreement with respect to a country or other jurisdiction by AbbVie pursuant to Section 12.3.2 or with respect to a Terminated Territory by Ablynx pursuant to Section 12.2.2 (but not in the case of any termination of this Agreement in its entirety), AbbVie shall in a reasonable amount of time following Ablynx’s request: (i) where permitted by Applicable Law, transfer to Ablynx all of its right, title, and interest in all Regulatory Approvals owned by AbbVie and then in its name that is solely applicable to the Terminated Territory and to the Licensed Products that are the subject of an exclusive license grant in Section 12.7.2, as such Regulatory Approvals exists as of the effective date of such termination of this Agreement with respect to such Terminated Territory; provided, that AbbVie retains a license and right of reference under any Regulatory Approval transferred pursuant to this clause as necessary or reasonably useful for AbbVie to Commercialize Licensed Products in the Territory, Develop Licensed Products in support of such Commercialization, or Manufacture Licensed Products in support of such Development or Commercialization; (ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above; (iii) grant Ablynx a right of reference to all Regulatory Documentation then owned by AbbVie and in AbbVie’s name that are not transferred to Ablynx pursuant to clause (i) above that are necessary or reasonably useful for Ablynx, any of its Affiliates or sublicensees to Develop or Commercialize any Licensed Products that are the subject of the license grant in Section 12.7.2, as such Regulatory Documentation exists as of the effective date of such termination of this Agreement with respect to such Terminated Territory.