Source Code Escrow Agreement Template

This Source Code Escrow Agreement (“Agreement”) is entered into on [Date], by and between:

Licensor (Software Developer): [Full Legal Name / Business Name]
Address: [Address]
Contact: [Phone, Email]

Licensee (Client): [Full Legal Name / Business Name]
Address: [Address]
Contact: [Phone, Email]

Escrow Agent: [Escrow Agent Name]
Address: [Address]
Contact: [Phone, Email]

Collectively referred to as the “Parties.”

1. Software Description

The Licensor agrees to deposit the source code and related documentation for the following software:

• Name: [Software Name]

• Version: [Version Number]

• Documentation: [List of manuals, technical docs, etc.]

2. Escrow Deposit

• Initial Deposit: Source code and materials shall be deposited with the Escrow Agent within [X days] of this Agreement.

• Updates: The Licensor shall provide updated versions within [X days] of release.

3. Release Conditions

The Escrow Agent shall release the source code to the Licensee upon the occurrence of:

• Licensor’s bankruptcy or insolvency.

• Licensor’s failure to maintain or support the software as per the license agreement.

• Mutual written consent of the Licensor and Licensee.

4. License Rights upon Release

Upon release, the Licensee shall receive a non-exclusive, non-transferable license to use, modify, and maintain the software solely for internal business purposes.

5. Escrow Agent Duties

The Escrow Agent shall:

• Securely store all deposited materials.

• Maintain confidentiality of source code.

• Verify the completeness of deposited materials upon request.

6. Fees and Expenses

All escrow fees shall be paid by:
☐ Licensor
☐ Licensee
☐ Shared equally by both Parties

7. Confidentiality

All source code and materials shall be treated as confidential and may not be disclosed except as permitted under this Agreement.

8. Term and Termination

This Agreement shall remain in effect until terminated by mutual agreement or upon expiration of the underlying software license agreement.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State/Country].

10. Entire Agreement

This document constitutes the entire agreement between the Parties and supersedes all prior discussions regarding the escrow arrangement.

Signatures

Licensor: ____________________________ Date: _________
Name/Title: _________________________________________

Licensee: ____________________________ Date: _________
Name/Title: _________________________________________

Escrow Agent: ____________________________ Date: _________
Name/Title: _________________________________________