ABSTRACT

Release Conditions ☐ Insolvency of vendor ☐ Filing of voluntary or involuntary bankruptcy proceedings that remain undismissed

☐ General assignment for the benefit of creditors ☐ Ceasing to provide support and maintenance services ☐ Breach of the license agreement

Key Issues to be Addressed in Software License ☐ Requirement that source code be escrowed ☐ Identify approved escrow agent ☐ Definition of “source code” ☐ Identify release conditions ☐ Require vendor to update the source code to reflect current version of the software

☐ Identify all relevant fees and the responsible party ☐ Include right to request verification services from the escrow

S Include cost shifting to vendor if verification fails ☐ On the occurrence of a release condition, include right for customer to use and modify the software to provide its own support

Techniques ☐ In critical applications, include right for the customer to use a consultant to verify the source code is well written and documented.