WHICH APPLIES TO ANY OF THE SOFTWARE FURNISHED TO RELIANCE HEREUNDER, VENDOR
SHALL ADD, OR CAUSE THE AFFILIATE THAT ESTABLISHES A SOURCE CODE ESCROW TO ADD,
RELIANCE AS A BENEFICIARY OF SUCH SOURCE CODE ESCROW, AND RELIANCE SHALL BE
ENTITLED TO RECEIVE A COPY OF THE ESCROWED SOURCE CODE IN THE EVENT OF THE
OCCURRENCE OF ANY OF THE EVENTS SET OUT BELOW.
IN ADDITION TO THE FOREGOING,
VENDOR SHALL IMMEDIATELY DELIVER AND HEREBY GRANTS, OR CAUSE THE AFFILIATE THAT
ESTABLISHES A SOURCE CODE ESCROW TO IMMEDIATELY DELIVER AND GRANT, RELIANCE A
RIGHT TO ACCESS THE SOURCE CODE AND TO MODIFY THE SOFTWARE (THE "RTM LICENSE")
FOR THE MAINTENANCE, ENHANCEMENT AND SUPPORT OF THOSE PRODUCTS PURCHASED FROM
VENDOR AND OWNED OR OPERATED BY RELIANCE OR ANY AFFILIATE UNDER THE FOLLOWING
CIRCUMSTANCES, PROVIDED THAT ANY SUCH RELEASED SOURCE CODE SHALL BE SUBJECT TO
THE CONFIDENTIALITY PROVISIONS SET FORTH IN THE GENERAL TERMS:
A
IF VENDOR OR ANY AFFILIATE OF VENDOR
THAT OWNS OR CONTROLS SUCH SOURCE CODE (SUCH AFFILIATE THE "CONTROL AFFILIATE")
BECOMES INSOLVENT, MAKES A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS,
FILES A VOLUNTARY PETITION IN BANKRUPTCY OR AN INVOLUNTARY PETITION IN
BANKRUPTCY IS FILED AGAINST VENDOR OR THE CONTROL AFFILIATE WHICH IS NOT
DISMISSED WITHIN THIRTY (30) DAYS OF SUCH INVOLUNTARY FILING, OR A RECEIVER IS
APPOINTED FOR ITS BUSINESS, OR ITS ASSETS BECOME SUBJECT TO ANY PROCEEDING UNDER
A BANKRUPTCY OR INSOLVENCY LAW, DOMESTIC OR FOREIGN, OR HAS LIQUIDATED ITS
BUSINESS, OR VENDOR, OR A BUSINESS UNIT OR AFFILIATE OF VENDOR THAT IS
RESPONSIBLE FOR MAINTENANCE OF THE SOFTWARE, CEASES DOING BUSINESS WITHOUT
PROVIDING FOR A SUCCESSOR, AND RELIANCE HAS REASONABLE CAUSE TO BELIEVE THAT ANY
SUCH EVENT SHALL CAUSE VENDOR TO BE UNABLE TO MEET ITS WARRANTY SERVICE OR
SUPPORT REQUIREMENTS UNDER THE DOCUMENTS; OR
4
B
IF VENDOR OR AFFILIATE OF VENDOR THAT
IS RESPONSIBLE FOR MAINTENANCE OF THE SOFTWARE CEASES TO MAINTAIN OR SUPPORT A
PREVIOUSLY SUPPORTED VERSION OF THE SOFTWARE AND RELIANCE CANNOT OBTAIN, WITH
VENDOR'S ASSISTANCE (FOR EXAMPLE, BY PROVIDING A THIRD PARTY WITH SOURCE CODE OR
BY ANY OTHER APPROPRIATE METHOD) THE SAME SUPPORT SERVICES VENDOR IS REQUIRED TO
PROVIDE UNDER THE DOCUMENTS FROM ANOTHER ENTITY (EITHER WORKING WITH OR
INDEPENDENTLY FROM VENDOR) AT A PRICE THAT IS EQUAL TO OR LESS THAN THE PRICES
FOR SUCH SUPPORT AS PROVIDED HEREIN, OR THERE IS A PERSISTENT AND MATERIAL
FAILURE BY VENDOR TO PROVIDE THE WARRANTY SERVICE OR SUPPORT IT IS REQUIRED TO
PROVIDE PURSUANT TO THE TERMS OF THE DOCUMENTS.
5
MALICIOUS AND DISABLING CODE
Vendor represents, warrants and covenants that all Software will at all times be
free of Malicious Code and Disabling Code. Vendor shall provide Reliance with
procedures and capabilities in order to allow Reliance to re-assign Software key
codes or similar items whose purpose is to enable the functioning of further
features, functions or capacity within and among Network Elements in connection
with changing the capacity of such Network Elements purchased throughout the
Broadband Access Reliance