A South Dakota Vendor Oriented Source Code Escrow Agreement is a legal document commonly used in software development contracts. This agreement is designed to protect the interests of software vendors and their clients by establishing a secure arrangement for the source code of a software application. In this escrow agreement, the vendor agrees to deposit the source code of the software application with a trusted third-party escrow agent. This ensures that if certain predetermined events occur, such as the vendor going out of business or being unable to provide ongoing support, the client will still have access to the source code. The South Dakota Vendor Oriented Source Code Escrow Agreement is specifically tailored to meet the legal requirements and standards of the state of South Dakota. It ensures that both the vendor and the client are protected and have clear obligations and expectations. Some important keywords with respect to this agreement are: 1. South Dakota: Referring to the geographical location where the agreement is applicable, this indicates that the agreement meets the legal requirements specific to South Dakota state laws. 2. Vendor Oriented: This signifies that the agreement primarily focuses on the interests and rights of the software vendor, ensuring protection and security for their source code. 3. Source Code: The complete set of instructions and programming statements that compose a software application, which is typically held as a trade secret by the vendor. 4. Escrow Agreement: A legal contract that outlines the terms and conditions for depositing the source code into escrow and releasing it under specific circumstances. While the South Dakota Vendor Oriented Source Code Escrow Agreement is a general term, there may be different types or variations of this agreement based on specific requirements or preferences. For example, there could be agreements that cater to different industries or software development methodologies. However, the key objective of all these agreements remains the same — ensuring the availability and access to the source code in case of certain predetermined events.