Okla. Stat. tit. 62, § 62-34.31: Escrow of source code required for acquisition of

customized computer software – Required escrow provisions.

A. No state agency, as defined by Section 250.3 of Title 75 of

the Oklahoma Statutes, the Purchasing Division of the Office of

Management and Enterprise Services nor the Information Services

Division of the Office of Management and Enterprise Services, unless

otherwise provided by federal law, shall enter into a contract for

the acquisition of customized computer software developed or

modified exclusively for the agency or the state, unless the vendor

agrees to place into escrow with an independent third party the

source code for the software and/or modifications.

B. The vendor must agree to place the source code for the

software and any upgrades supplied to an agency in escrow with a

third party acceptable to the agency and to enter into a customary

source code escrow agreement which includes a provision that

entitles the agency to receive everything held in escrow upon the

occurrence of any of the following:

1. A bona fide material default of the obligations of the

vendor under the agreement with the agency;

2. An assignment by the vendor for the benefit of its

creditors;

3. A failure by the vendor to pay, or an admission by the

vendor of its inability to pay, its debts as they mature;

4. The filing of a petition in bankruptcy by or against the

vendor when such petition is not dismissed within sixty (60) days of

the filing date;

5. The appointment of a receiver, liquidator or trustee

appointed for any substantial part of the vendor's property;

6. The inability or unwillingness of the vendor to provide the

maintenance and support services in accordance with the agreement

with the agency; or

7. The ceasing of a vendor of maintenance and support of the

software.

The fees of any third-party escrow agent subject to this section

shall be borne by the vendor.

C. The State Purchasing Director or a procurement officer of a

state agency shall not process any state agency request for the

customization, modernization, or development of computer software

unless the proposed vendor provides documentation that complies with

subsections A and B of this section.

D. The State Purchasing Director shall provide advice and

assistance, as may be required, in order for state agencies to

comply with the provisions of this section.

E. As used in this section:

1. "State agency" shall include all state agencies, whether

subject to The Oklahoma Central Purchasing Act or not, except the

Oklahoma Lottery Commission; and

2. "Source code" means the programming instruction for a

computer program in its original form, created by a programmer with

a text editor or a visual programming tool and saved in a file.