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 build instructions for its hardware requirements and hosting requirements; (iii) a comprehensive list of software tools and other components and instructions necessary for a reasonably skilled software engineer to compile and maintain the SaaS in compliance with its Specifications; (iv) any documentation used by Provider staff related to SaaS operation or maintenance; and (v) names and complete contact information for each author, other creator, or operator of the SaaS, throughout its entire history. Promptly after incorporation into the SaaS of any update, upgrade, patch, bug fix, enhancement, or other revision, Provider shall deposit updated software, documentation, names, and contact information with the Escrow Agent, as well as updates to all the other information required above in this Section __, including without limitation a comprehensive description of any changed resources listed above in Subsection __(ii) or (iii). (“Deposit Materials” refers to the materials required above in this Subsection __.)
• • •
SaaS and Data Interface. Provider shall establish and maintain a computer interface that automatically provides the Escrow Agent with a current copy of the following, updated no less than every ___: (i) all Customer Data; (ii) all other data necessary to operate the SaaS; and (iii) all updates, upgrades, and other revisions to any software in the Deposit Materials. The materials listed in the preceding sentence are additional Deposit Materials. Provider shall establish and maintain the computer interface referenced above in this Section __: (1) as required by the Escrow Agreement; (2) in accordance with the Escrow Agent’s reasonable instructions, policies, and procedures; and (3) in compliance with Section __ (Data Management, Privacy, and Security).
• • •
Escrow License. Provider hereby grants Customer a license to use, reproduce, and create derivative works from the Deposit Material during the Term, in each case solely to install, host, and operate the SaaS for Customer’s internal use; provided Customer complies with the requirements below of Subsections __(c)(i) and __(c) (ii). [insert Subsections (c)(i) and (c)(ii) from Subchapter 2’s clause box]