Software Escrow Agreement Template

Software Escrow Agreement Template

This Software Escrow Agreement (the “Agreement”) is entered into as of [Effective Date] by and among:

Vendor/Developer: [Vendor Legal Name], with an address at [Address] (“Vendor”).
Licensee/Customer: [Customer Legal Name], with an address at [Address] (“Licensee”).
Escrow Agent: [Escrow Agent Legal Name], with an address at [Address] (“Escrow Agent”).

Vendor, Licensee, and Escrow Agent may be referred to individually as a “Party” and collectively as the “Parties.”

1. Purpose and Relationship to License

1.1 Purpose. Vendor will deposit the escrow materials for the software described below to protect Licensee’s ability to maintain and operate the software if a Release Event occurs.
1.2 Underlying Agreement. This Agreement relates to: [Software License/SaaS Agreement] dated [Date] (the “License Agreement”).
1.3 Order of Precedence. If there is a conflict: ☐ License Agreement controls ☐ This Agreement controls for escrow matters.

2. Escrow Materials

2.1 Software. The software covered is: [Software name/version] (the “Software”).
2.2 Deposit Materials. Vendor will deposit the materials listed in Exhibit A (“Escrow Materials”), which may include: source code, build scripts, configuration files, documentation, installation instructions, and other necessary items.
2.3 Third-Party Components. Vendor will identify third-party components and licenses required to use the Escrow Materials.

3. Deposits and Updates

3.1 Initial Deposit. Vendor will make the initial deposit within [__] days after the Effective Date.
3.2 Update Schedule. Vendor will update the deposit: ☐ With each major release ☐ Monthly ☐ Quarterly ☐ Other: [Schedule].
3.3 Deposit Method. Deposits will be delivered: ☐ Electronically ☐ Physical media ☐ Other: [Method].
3.4 Receipt Confirmation. Escrow Agent will acknowledge receipt and store the Escrow Materials.

4. Verification (Optional)

4.1 Verification Level.
☐ No verification (deposit accepted “as received”)
☐ Basic inventory check (files present)
☐ Build verification (compile/build)
☐ Full verification (install and run)
4.2 Verification Provider. Verification performed by: ☐ Escrow Agent ☐ Third party: [Name] ☐ Licensee (with restrictions).
4.3 Verification Reports. Verification reports will be provided to: ☐ Vendor ☐ Licensee ☐ Both.
4.4 Correction. If verification identifies issues, Vendor will correct and re-deposit within [__] days.

5. Release Events

5.1 Release Events (Select). Escrow Agent will release Escrow Materials to Licensee if one or more of the following occurs:
☐ Vendor insolvency, bankruptcy, or assignment for benefit of creditors
☐ Vendor ceases business operations related to the Software
☐ Vendor materially breaches maintenance/support obligations and fails to cure within [] days after notice
☐ Vendor fails to provide updates or patches as required under the License Agreement for [] days
☐ Other: [Custom trigger]

6. Request and Dispute Process

6.1 Release Request. Licensee may request release by submitting written notice to Escrow Agent and Vendor stating the Release Event and supporting facts.
6.2 Vendor Objection. Vendor may object within [__] business days.
6.3 Hold and Resolution. If Vendor objects, Escrow Agent will hold release until: ☐ Parties resolve ☐ Court order/arbitration decision ☐ Other: [Process].
6.4 Partial Release (Optional). Escrow Agent may release limited materials needed to mitigate harm, if agreed in writing.

7. License Grant Upon Release

7.1 Escrow License. Upon release, Vendor grants Licensee a non-exclusive license to use the Escrow Materials solely to maintain, support, and operate the Software for Licensee’s internal business purposes (unless License Agreement states otherwise).
7.2 Restrictions. Licensee may not distribute or sell the Escrow Materials, except to contractors under confidentiality and only for permitted purposes.
7.3 Return/Destruction (Optional). If the Release Event is resolved, Licensee will: ☐ Return ☐ Destroy released materials, as required: [Terms].

8. Confidentiality and Security

8.1 Confidentiality. Escrow Materials are confidential. Escrow Agent and Licensee will protect them and limit access to authorized persons.
8.2 Security Measures. Escrow Agent will use reasonable safeguards to store and protect materials.

9. Fees and Costs

9.1 Escrow Fees. Fees will be paid by: ☐ Vendor ☐ Licensee ☐ Split []/[].
9.2 Verification Fees (Optional). Verification fees paid by: ☐ Vendor ☐ Licensee ☐ Split: [Terms].
9.3 Release Fees (Optional). Release processing fee: $[__], paid by: ☐ Vendor ☐ Licensee.

10. Warranties and Disclaimers

10.1 No Warranty by Escrow Agent. Escrow Agent provides storage services and makes no warranties about completeness or fitness of Escrow Materials.
10.2 Vendor Disclaimer (Optional). Vendor warranties/disclaimers are as stated in the License Agreement.

11. Limitation of Liability

11.1 Escrow Agent Limitation. Escrow Agent liability is limited to: $[] or fees paid in last [] months, except for willful misconduct.
11.2 Parties Limitation (Optional). Vendor and Licensee limitations as stated in the License Agreement, unless otherwise agreed.

12. Term and Termination

12.1 Term. This Agreement remains effective while Licensee is licensed to use the Software, unless terminated earlier.
12.2 Termination. Agreement may terminate if: ☐ License ends and no release event occurred ☐ Parties agree in writing.
12.3 Effect of Termination. Escrow Agent will: ☐ Return materials to Vendor ☐ Destroy materials ☐ Continue holding per instructions.

13. Miscellaneous

13.1 Governing Law. This Agreement is governed by the laws of [State/Country].
13.2 Notices. Notices must be sent to the addresses above.
13.3 Entire Agreement. This Agreement and exhibits are the entire agreement for escrow of the Software.
13.4 Amendments. Amendments must be in writing and signed by all Parties.
13.5 Severability. If any provision is unenforceable, the remainder remains effective.
13.6 Electronic Signatures. Electronic signatures are effective.

Signatures

By signing below, the Parties agree to this Software Escrow Agreement as of the Effective Date.

Vendor/Developer: [Vendor Legal Name]
Authorized Signatory: [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________

Licensee/Customer: [Customer Legal Name]
Authorized Signatory: [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________

Escrow Agent: [Escrow Agent Legal Name]
Authorized Signatory: [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________