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76 Integrating Airport Information Systems Software Contracts Certain provisions occur frequently in software purchase and maintenance contracts. This section describes several standard types of contracts in the context of an airport enterprise, along with some provisions the contracts typically contain. This information is provided to help iden- tify and understand the basics of such provisions. No legal analysis or opinion is offered or intended; an airport that enters into any software or other technology contract is urged to review the specifics of the offered contract with legal staff experienced in such contracting. This section addresses the following types of software contracts: End-user object code software license, Software maintenance, Software escrow, and Enterprise software. End-User Object Code Software License Contract In an end-user object code software license, the purchaser is the licensee and is restricted as to the number of users, number of installations, and number of copies. The software company is the licensor and normally retains all source code and rights to the source code. The contract pro- visions normally prohibit an airport as licensee from reverse-engineering the code or trying to copy or disseminate it in any way. All intellectual property rights are retained by the software company. This is normally reflective of a closed architecture software solution, but the solution can have protocols for easily extracting data for integration purposes. Software Maintenance Agreement When an airport enters into a licensing agreement with a software vendor, a software main- tenance agreement accompanies that agreement. This type of agreement should explain how the software will be maintained on an ongoing basis and the cost of that maintenance. Monthly maintenance costs are charged for a set period and sometimes are based on a tiered structure. The agreement also details the process for upgrades or enhancements to the software and updates to fix software glitches. It is important for an airport to understand, as defined in the maintenance agreement, how software upgrades and patches will be deployed and how patches can affect the software and its data. Sometimes the cost of upgrades or enhancements is in addition to monthly maintenance fees, and if the airport does not accept an upgrade, patch, or enhancement, support restrictions can be imposed by the software vendor. Software Escrow Agreement Escrow agreements allow for the software source code and relevant architecture documenta- tion to be escrowed with an objective third party. The software vendor/depositor agrees to deposit the source code and all development documentation in the care of the escrow agent for the benefit of the airport. These agreements can delineate how disputes are resolved and what happens if the software vendor files for bankruptcy. This type of agreement, if structured cor- rectly, can add a level of security during any software acquisition, especially if the data might not reside with the airport or might not be in a usable format. The escrow agreement should contain language to explain the amount and type of knowledge transfer documentation, the source code, and how documentation and code are periodically updated to the escrow agent. Just receiving the source code does not mean that anyone will understand it without the necessary documen- tation for knowledge transfer.