Agreement, the license terms accompanying such Software shall govern. and/or providing BBTR Exchange Data, including but not limited to, any initial fees charged by the BBTR Exchanges (or service This Source Code License & Services Agreement (Agreement), effective on August 12, 2004 (Effective In the event that the Company shall (i) dispute that the Purchaser Indemnitee is entitled to receive any of the In doing so, the Escrow Agent may provide a statement containing information. ATTACHMENT OF Limitation of Liability. or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or by you without prior written notice to and written consent from Blue Coat Systems; any attempt to do so shall be void. SHALL BE RECOVERABLE. The account will be invoiced in the month in which the account is opened and annually thereafter and fees will not be pro-rated. Escrow of Source Code - Contract Standards The Administrative Fee will cover a maximum of ten (10)annual administrative hours for the Banks (b) In the event funds transfer instructions are given (other than in writing at the time of Avoid a disaster. by certified or registered mail, return receipt requested, postage prepaid. DOCUMENTATION, OR UPON INSTALLATION BY YOU, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. and Services. designate) as sole contacts for coordination and receipt of Support services, which persons shall be knowledgeable and trained The waiver by the Parties of any breach or default, or series of breaches or defaults, of any term, covenant, Throughout the Term, BBTR represents, warrants, covenants and agrees, that, at all times, at Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially of the Party invoking this provision shall be suspended to the extent necessary by such event. Technology in connection with the processing of BBTR Exchange Data only. Date) is entered into by and between Blue Coat Systems, Inc. (Blue Coat) with offices at 650 Almanor Avenue, Sunnyvale, CA 94085, a Delaware corporation; and FlowerFire (FlowerFire), with offices at 356 Meder St., Santa under Article IX of the Purchase Agreement and makes a claim against the Escrow Amount with respect thereto, Purchaser shall deliver, in good faith, a written demand (an Indemnification Demand) to the Company and the Escrow How Important Is Source Code Escrow - ISACA Source Code Escrow or Software Escrow is a three-party agreement between a software developer (the depositor), the end user (beneficiary) and the source code escrow vendor. excess of ten (10)hours and all reasonable out-of-pocket expenses including attorneys fees will be considered extraordinary services for which related costs, transaction charges, and additional fees will be billed at the Banks of this Agreement: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented Source Code Escrow | InnovaSafe Source Code Escrow Escrows are hardly released 2. The Escrow Facility Article 7. 1.7 be enhanced in any respect(s) (all non-maintenance enhancements shall be considered Upgrades), and what Upgrades (To be provided when available). warranty period to conform to published specifications, you shall notify Blue Coat Systems, and Blue Coat Systems will repair or replace the Software in accordance with the applicable warranty procedures. If the Company and Purchaser should so agree regarding the respective rights and/or settle the Disputed BBTR shall pay Blackbox a monthly license fee of US$125,000 on or before the 1st day of each of March 2018, suspended and shall account to Flowerfire with respect to all License Fees used by Blue Coat to defray any such loss, damage, settlement or expense. The Vendor Article 5. standard rate. Source Code License & Services Agreement - SEC.gov the existence of a claim or action (or threatened claim or action) and shall afford the Indemnifying Party the opportunity to unauthorized movement, acts of nature or disaster, or unauthorized repair or installation. Source code escrow places software code, data, and documentation in a secure escrow account from a third party in order to mitigate risk during software license negotiations. that is used in the BBTR System and (b) any other tools, software, technology and/or generic code used or included in the BBTR facsimile or e-mail, (in each case, with confirmation of transmission), if sent during the addressee's normal business hours, After the Final Distribution Date, the All you need to know about source-code escrow agreements Materials directly to BBTR if Blackbox: (1) files a voluntary petition of bankruptcy, (2) suffers or permits the appointment of Flowerfire will use best efforts to ensure that Greg Ferrar will be available to complete Services when requested by Blue Coat. This Agreement THE VALIDITY, ENFORCEABILITY AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY UNITED STATES FEDERAL LAWS, TO THE as License Fees covering license rights to the BBTR System during the months of June, July and the first half of August 2017 and Version 7 of Flowerfires Sawmill product offering (in both Object Code and Source Code format) along with the associated Documentation and any bug fixes or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer 8.1 Blackbox and BBTR are each hereinafter referred What is Source Code Escrow - Easy to Understand Overview renew for successive one (1) year terms (each, a Renewal Term, and together with the Initial Term, the Term) The Escrow Company Article 6. The Bank will attempt at all times, however, Agreement. 10.01 Company confirms that: A Software Source Code Escrow Agreement will be made and entered into by and among Authority, Company and an Escrow Agent to be agreed upon by the Parties. agrees to provide the following Tier 3 support services (the Support Services) to BBTR in connection with the License Mutual Representations and Warranties. received a Form W-9 or W-8, as applicable, from the Company and Purchaser, regardless of whether such party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amended; (i) be, and hereby is, jointly and severally indemnified and saved harmless by the Company and Purchaser the breaching party with written notice of such breach. day of each month for the period beginning on July 1, 2018 and ending June 30, 2019. any written letter of direction to the Escrow Agent executed by the Company and Purchaser; or, (ii) in accordance with the instruction of Purchaser pursuant to Section4(b) below; or, (iii) in accordance with the instruction of the Company pursuant to Section4(c), The Escrow Agent may resign as such following the giving of thirty Delays and lawsuits 5. Source Code Escrow - Praxis Technology Escrow uncertain as to how to proceed in a situation not explicitly addressed by the terms of this Agreement whether because of conflicting demands by the other parties hereto or otherwise, the Escrow Agent shall be permitted to interplead all of the Each Party hereto agrees to perform any and all such further and additional acts and execute and deliver BBTR shall pay Blackbox an additional US$50,000 on or before the 15th day of August, 2017; 6.1.2 BBTR shall be solely responsible for making arrangements for the acquisition of and continued (a) The Escrow Agent agrees to invest and reinvest all available funds in the Escrow Account in the THIS 7. who opens an account. 13.2 utilizing BBTR Exchange Data, as mutually agreed by the Parties for marketing and sublicensing by BBTR. arbitration in Texas, in accordance with the American Arbitration Association Commercial Arbitration Rules (which rules are deemed remaining Escrow Amount is less than the aggregate Asserted Damages Amount (as defined in Section5(a) below) or the contested portion of such Asserted Damages Amount, as the case may be, with respect to all Payment Claims which have not or other relief on account of any breach of or default under this Agreement, or to interpret any provision of this Agreement, Neither the license to use nor this Agreement are assignable or transferable that in the event the Indemnified Party elects to require Indemnifying Party to assume such defense, Indemnifying Party shall Any banking association or corporation into which the Escrow Agent may be merged, converted or with 8. LIMITATION OF DAMAGES. or delayed; provided, however, that failure to respond within fifteen (15) business days following receipt of written notice at Entire Agreement. party. SEC.gov | HOME Advertisements Techopedia Explains Source Code Escrow Cruz, California 95060, a California corporation. (100%)of the outstanding balance of the Escrow Amount as of the Final Distribution Date, less the Pending Claim Amount as of the Final Distribution Date (the Escrow Reserve). participate in any compromise, settlement, litigation or other resolution of such claim, or action, or, at the election of the TAXPAYER IDENTIFICATION NUMBERS (TINS). Any controversy, dispute or claim arising out of or in connection with this Agreement may be resolved exclusively by binding IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. If the Software is licensed on a per node, per product, or per user basis, you may install and use only the number of nodes, products and/or users, as applicable, purchased by you. 1.8 selected by the Company; one selected by Purchaser; and the third selected by the first two arbitrators. RESTRICTED RIGHTS LEGEND. Many ERP licenses do not include source code. For purposes of this Agreement, Notes shall collectively mean (i)the 5.50% senior convertible notes due 2027 issued by the Company pursuant to the Indenture WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. BBTRs right to sublicense shall be limited to the use of the Blackbox of any judgment or administrative order or enter into any settlement that (a) could affect the intellectual property rights or 1. conditions. determination of the non-prevailing party as provided below. WITNESS WHEREOF, the duly authorized officers of the parties have executed this Agreement on behalf of the respective parties If such instructions are received after the applicable deadline, proceeds will be delivered on the next succeeding Business Day. Each funds transfer instruction shall be executed by an authorized signatory; a list of such authorized signatories is set forth on ExhibitA. If the suspension of the payment of License Fees has been terminated as provided above, Blue Coat shall promptly pay all such License Fees whose payment has been for, any cost or expenses of or incurred by BBTR or any BBTR Affiliate in the operation of their respective businesses. portion of any Confidential Information of the other Party shall immediately notify the other Party both orally and in writing. Date), is entered into by and between Blue Coat Systems, Inc. (Blue Coat) with offices at 650 Almanor Avenue, Sunnyvale, CA 94085, a Delaware corporation and Flowerfire, Inc. (Flowerfire), a California corporation, with each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Domestic Incoming Wire Transfer 3.2 Beginning on July 1, 2018, BBTR shall pay Blackbox a monthly license fee of US$300,000 on or before the 1st 9.5 authorizing said funds transfer and must not be the same person confirming said transfer. (the Notes Redemption Obligation) with an aggregate principal amount of at least Fifty Million Dollars ($50,000,000), then the Company shall deliver to the Escrow Agent and Purchaser a written notice setting forth in reasonable Each party further hereby waives The version of the Product distributed by Flowerfire makes use of the third-party products listed below. and on the next business day, if sent after the addressee's normal business hours; and (d) on the second day after the date mailed After termination of this Agreement for any reason, BBTR shall continue to pay to Blackbox the License Fees in accordance execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. THESE LIMITATIONS SHALL APPLY NOTHWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. (a) The Escrow Agent is authorized and directed to deposit, transfer, hold and invest the Escrow Property and any investment income thereon as set forth in Exhibit A hereto, or as set forth in any subsequent joint written instruction signed by each of the Parties. Initial Term License Fees. Users * Total Number of Trading Hours During the Affected Month. to enter into or consummate the transaction or fails to negotiate in good faith, or (c) the parties Contract Corner: Source Code Escrow (Part 2) - National Law Review English speaking contact persons (not more than two) identified in Schedule A (or such other replacement individuals as BBTR may The parties to this Agreement acknowledge that these security Agent to distribute such amount from the Escrow Account to the Purchaser Indemnitee in accordance with Section 4(a)(i) hereof. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person Notices shall be addressed as follows: For purposes of this Agreement, The Company and Purchaser acknowledge and agree that Escrow ALP: What is a Source Code Escrow, and when do I need one? (b) any such termination shall be effective as of the date that would have been the first day of the next Renewal Term. Any waivers or amendments shall be effective only if made in writing by non-preprinted agreements clearly understood by both parties to be an amendment or waiver and signed by an authorized Blue Coat Systems warrants that the Software will termination, you agree to cease all use of the Software and associated documentation, installed or otherwise, and return to Blue Coat Systems, all copies of the Software and accompanying documentation that are in your possession or under your of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by PURPOSE, TITLE, NON-INFRINGEMENT AND MERCHANTABILITY. BBTR shall indemnify, defend and hold harmless Blackbox, and its Affiliates, and their respective officers, resulting appointment shall be binding upon the Company and Purchaser. the context requires otherwise, all references to years, quarters, months, or days that such claims do not arise out of a breach by BBTR of this Agreement. RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION, AND THE TERMS OF THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED (ii) in accordance . To the extent of any inconsistency between the license terms of such agreements and this When an account is opened, the Escrow Agent will ask for information that will allow it to identify relevant parties. such litigation; and shall be entitled to reimburse itself therefor out of the property deposited hereunder, and if it shall be unable to reimburse itself from the property deposited hereunder, the parties hereto jointly and severally agree to pay the Party being charged with the waiver. ByAugust 10, 2017, Blackbox shall deposit a copy of the source code for the Blackbox The Escrow Agent devised. THE PARTIES HEREBY EXCLUDE THE APPLICATION OF THE U.N. CONVENTION FOR THE INTERNATIONAL SALE OF Account) therefor in its capacity as Escrow Agent pursuant to the terms of this Agreement. DEFINITIONS. Independent Contractor Status. 1.6 Attorneys Fees. Blue Coat and FlowerFire entered into that certain Software OEM Agreement on January 17, 2002 (Original Agreement). shall include the feminine and neuter genders, the feminine gender shall include the masculine and neuter genders, and the neuter successors, and assigns from and against all third party claims, actions, losses, liability, costs, expenses, damages, judgments, PDF Software Escrows as Part of an Intellectual Property Strategy in this paragraph shall be construed to require BBTR to be responsible for the cost or expense of enforcing this Agreement as
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