Tennessee Vendor Oriented Source Code Escrow Agreement is a legal contract established between a software vendor and their clients in Tennessee, United States. This agreement ensures that the clients have access to the source code of the software in case the vendor becomes unable to provide ongoing support or maintenance due to bankruptcy, acquisition, or any other unforeseen circumstance. Under this agreement, the source code of the software developed by the vendor is securely deposited with a trusted third-party escrow agent. The escrow agent has the responsibility of storing and safeguarding the source code materials. The clients, known as the beneficiaries, are given specific conditions or triggers under which they can access the source code. The Tennessee Vendor Oriented Source Code Escrow Agreement offers several types to cater to different needs and situations. Some of these types include: 1. Single Beneficiary Agreement: This type of agreement involves a single client as the sole beneficiary of the source code escrow. It is typically used when one client relies heavily on the software and requires uninterrupted access to the source code. 2. Multi-Beneficiary Agreement: In contrast to the single beneficiary agreement, a multi-beneficiary agreement involves multiple clients as beneficiaries. This type is commonly used when several clients depend on the same software for their business operations. 3. Release Upon Trigger Agreement: This agreement allows the release of the source code to the beneficiaries upon certain triggers, such as bankruptcy or insolvency of the vendor. The trigger events are clearly specified within the agreement, protecting the clients' interests in case of vendor non-performance. 4. Verification Upon Trigger Agreement: Under this type of agreement, the beneficiaries may request the escrow agent to verify the completeness and viability of the deposited source code materials. Verification can be done upon trigger events that may affect the vendor's ability to support the software adequately. The Tennessee Vendor Oriented Source Code Escrow Agreement provides peace of mind to both the software vendor and clients. It ensures that the clients can access and maintain the software even if the vendor faces unexpected challenges. This agreement strengthens the vendor-client relationship and promotes confidence in the software's long-term viability.