Discussion

The baseline MISMA drafting presumes that the delivery of the contracted for services does not involve the production of specially written software which would be of some business value to the Authority. Where this is not the case, the Authority may wish to consider the addition of Escrow provisions, which provide protection of, and Authority access to, the source code in the event of Contractor breach or insolvency.  In such circumstances it is worth the Authority investigating both the cost of providing this protection and also the possibility of other more informal options which may provide adequate protection but at less cost.

Provisions to consider

Provision and reference

Considerations

Escrow

Reference Model Agreement Clause 39 and Schedule 5.3

See section 5.B above.