West Virginia Vendor Oriented Source Code Escrow Agreement

• Category: Technology - Licenses
• State: Multi-State
• Control #: US-13087BG
• Format: Word; Rich Text

Description

Source code is the list of human readable instructions that a programmer writes when developing a program. The source code is run through a compler to turn it into machine code, also called object code that a computer can unerstand and execute. A West Virginia Vendor Oriented Source Code Escrow Agreement is a legal contract entered into between a software vendor, a software licensee, and a neutral third party escrow agent. This agreement ensures that the source code of a software application or program is securely stored and made available to the licensee under predetermined circumstances, such as the vendor's bankruptcy, failure to update/maintain the software, or a dispute between the vendor and licensee. The primary purpose of a Vendor Oriented Source Code Escrow Agreement is to protect the interests of the software licensee by providing them with continued access to the source code, allowing them to maintain, modify, and support the software in the event of unforeseen circumstances that may hinder the vendor's ability to provide these services. Key provisions typically included in a West Virginia Vendor Oriented Source Code Escrow Agreement may include: 1. Identity of Parties: The agreement will clearly identify the software vendor, licensee, and the escrow agent responsible for storing and releasing the source code. 2. Escrow Deposit: The vendor is required to deposit the source code and related documentation with the escrow agent. The deposited material should be complete, up-to-date, and regularly updated to reflect any new versions or updates of the software. 3. Release Conditions: The agreement outlines the specific trigger events that would allow the licensee to request the release of the source code from the escrow agent. These events may include the vendor's insolvency, declared breach of contract, failure to provide maintenance or support, failure to meet agreed-upon performance standards, or a voluntarily approved release by the vendor. 4. Verification Process: The agreement may detail a verification process, allowing the licensee to validate the deposited source code periodically to ensure it remains functional, complete, and usable. 5. Intellectual Property Rights: The agreement will clarify that the source code remains the property of the vendor, and the licensee's rights are limited to accessing and using the source code to maintain or support the software. 6. Termination: The agreement may establish provisions for terminating the escrow agreement, including conditions for returning the source code to the vendor or transferring it to another escrow agent. Different types of West Virginia Vendor Oriented Source Code Escrow Agreements can vary based on the specific needs and requirements of the parties involved. For example, there may be variations in the trigger events, release conditions, and the level of verification required. Additionally, some agreements may be structured as single agreements covering multiple software applications, while others may be specific to a particular software program.

A West Virginia Vendor Oriented Source Code Escrow Agreement is a legal contract entered into between a software vendor, a software licensee, and a neutral third party escrow agent. This agreement ensures that the source code of a software application or program is securely stored and made available to the licensee under predetermined circumstances, such as the vendor's bankruptcy, failure to update/maintain the software, or a dispute between the vendor and licensee. The primary purpose of a Vendor Oriented Source Code Escrow Agreement is to protect the interests of the software licensee by providing them with continued access to the source code, allowing them to maintain, modify, and support the software in the event of unforeseen circumstances that may hinder the vendor's ability to provide these services. Key provisions typically included in a West Virginia Vendor Oriented Source Code Escrow Agreement may include: 1. Identity of Parties: The agreement will clearly identify the software vendor, licensee, and the escrow agent responsible for storing and releasing the source code. 2. Escrow Deposit: The vendor is required to deposit the source code and related documentation with the escrow agent. The deposited material should be complete, up-to-date, and regularly updated to reflect any new versions or updates of the software. 3. Release Conditions: The agreement outlines the specific trigger events that would allow the licensee to request the release of the source code from the escrow agent. These events may include the vendor's insolvency, declared breach of contract, failure to provide maintenance or support, failure to meet agreed-upon performance standards, or a voluntarily approved release by the vendor. 4. Verification Process: The agreement may detail a verification process, allowing the licensee to validate the deposited source code periodically to ensure it remains functional, complete, and usable. 5. Intellectual Property Rights: The agreement will clarify that the source code remains the property of the vendor, and the licensee's rights are limited to accessing and using the source code to maintain or support the software. 6. Termination: The agreement may establish provisions for terminating the escrow agreement, including conditions for returning the source code to the vendor or transferring it to another escrow agent. Different types of West Virginia Vendor Oriented Source Code Escrow Agreements can vary based on the specific needs and requirements of the parties involved. For example, there may be variations in the trigger events, release conditions, and the level of verification required. Additionally, some agreements may be structured as single agreements covering multiple software applications, while others may be specific to a particular software program.