Fast Release in SaaS Escrow
SaaS Escrow Release Conditions. “Release Conditions” means any of the following: (i) failure of a Critical Function (as defined below), if such failure is not cured within __ days of Customer’s notice to Provider (a “Critical Release Condition”); … [insert Release Conditions (ii) through (vi) from Subchapter 3’s clause box]. If the Escrow Agent releases […]
Deposit and License Terms for SaaS Escrow
SaaS Deposit and Deposit Materials. Within ___ business days of the Effective Date, Provider shall deposit with the Escrow Agent, pursuant to the procedures of the Escrow Agreement, (i) the then-most-current and updated object code and source code for the SaaS; (ii) a comprehensive description of the build environment for the SaaS, including without limitation […]
Escrow Release Conditions
(d) Release Conditions. “Release Conditions” means any of the following: (i) Provider’s material breach of Section __ (Maintenance) if such breach remains uncured 30 or more days after Customer’s written notice; (ii) Provider commences a voluntary case under Title 11 of the United States Code or the corresponding provisions of any successor or foreign law; (iii) […]
Escrow License
(c) Deposit Materials License. Provider hereby grants Customer a license to use, reproduce, and create derivative works from the Deposit Materials during the Term, in each case solely to support and maintain the Software; provided Customer complies with the requirements below of Subsections __(c)(i) and __(c)(ii). (i) The Deposit Materials are Confidential Information of Provider pursuant […]
Escrow Deposit and Verification
(a) Deposit Materials. Within ___ business days of the Effective Date, Provider shall deposit with the Escrow Agent, pursuant to the procedures of the Escrow Agreement, the source code for the Software, as well as the Documentation and names and contact information for each author or other creator of the Software. Promptly after release of any […]
Separate Escrow Agreement
Within __ days of the Effective Date, the parties shall execute a third party escrow agreement in the form attached hereto as Attachment __ (“the Escrow Agreement”) in conjunction with ______________ (the “Escrow Agent”).
Customer’s Audit of Fees
During the Term and for _______ thereafter, Customer may audit Provider’s books and records related to the products and services governed by this Agreement (“Provider Offerings”), on ___ days’ advance written notice. Provider shall cooperate with such audit, including without limitation by providing access to any books, records, computers, or other information that relate or […]
Fees for Prior Unauthorized Use (Back Fees)
For each unauthorized copy of the Software, Customer shall promptly pay (without limitation): (a) all per-copy license fees and per-copy maintenance fees for Software pursuant to this Agreement, for the period beginning at the start of the License Term during which unauthorized reproduction occurred; and (b) interest at the rate of __% per month or […]
Provider’s Software Audit
During the Term and for _______ thereafter, Provider may audit Customer’s use of Licensed Software on ___ days’ advance written notice. Customer shall cooperate with the audit, including without limitation by providing access to any books, records, computers, or other information that relate or may relate to use of Licensed Software. Customer may designate any […]
Justification for Liquidated Damages
The parties agree that the damages in this Section __ are liquidated damages and not penalties and that they are reasonable in light of the harm that would be caused by breach, the difficulties of proof of loss, and the inconvenience and infeasibility of otherwise obtaining an adequate remedy.