What happens if the software vendor goes bankrupt or no longer supports the software?
You should consider requiring the software vendor to escrow the source code for the software with an independent third-party escrow agent. The escrow agreement should provide that (i) the software vendor will escrow all updates it makes to the software and (ii) you will receive a copy of the source code, including all updates and documentation required to understand the source code, upon certain release events. The release events should include the software vendor filing for bankruptcy, the software vendor breaching its support obligations and not curing the breach within a reasonable period of time and the software vendor deciding to cease providing support services for the software.
