OR
[JOINT OWNERSHIP]
Developer hereby grants Customer an undivided one-half interest in the Software and associated
documentation. The Software may be freely used by either party without accounting to the other party.
Customer and Developer agree to execute all documents reasonably necessary to legally establish their
joint ownership of the Software.
19. OWNERSHIP OF BACKGROUND TECHNOLOGY
Customer acknowledges that Developer owns or holds a license to use and sublicense various
preexisting development tools, routines, subroutines and other programs, data and materials that
Developer may include in the Software developed under this Agreement. This material shall be referred to
as "Background Technology." Developer's Background Technology includes, but is not limited to, those
items identified in Exhibit C, attached to and made a part of this Agreement.
Developer retains all right, title and interest, including all copyright, patent rights and trade secret rights in
the Background Technology. Subject to full payment of the consulting fees due under this Agreement,
Developer grants Customer a nonexclusive, perpetual worldwide license to use the Background
Technology in the Software developed for and delivered to Customer under this Agreement, and all
updates and revisions thereto. However, Customer shall make no other commercial use of the
Background Technology without Developer's written consent
20. SOURCE CODE ACCESS
Customer agrees that the Software developed under this Agreement shall be delivered to Customer in
object code form only. Developer agrees that one copy of the source code version of the Software and
associated documentation shall be deposited with an escrow agent specializing in software escrows to be
mutually agreed upon in writing by Developer and Customer after good faith negotiation. Customer and
Developer shall enter into a supplementary escrow agreement with the escrow agent.
The source code shall be delivered to the escrow agent within [NUMBER] days after delivery of the object
code to Customer. Thereafter, the source code version of all updates, enhancements and modifications of
the Software created by Developer on Customer's behalf, as well as associated documentation, shall be
deposited by Developer with the escrow agent. Customer shall pay all fees necessary to establish and
maintain the escrow.
Developer hereby grants to Customer a contingent license to receive the source code from the escrow
agent and to use the source code to support its use of the Software in machine-readable form if one or
more of the following conditions occurs:
A. Developer, whether directly or through a successor or affiliate, ceases to be in the software
business.
B. Developer fails to fulfill its obligations to maintain the Software as provided in this Agreement.
C. Developer becomes insolvent or admits insolvency or a general inability to pay its debts as
they become due.
D. Developer files a petition for protection under the [COUNTRY] Bankruptcy Code, or an
involuntary petition is filed against it and is not dismissed within [NUMBER] days.
E. Developer comes under the control of a competitor of Customer.