Introducing Referent – AI-native practice management software for modern law firms.
Explore ReferentThis 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.”
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.]
Name: [Software Name]
Version: [Version Number]
Documentation: [List of manuals, technical docs, etc.]
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.
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.
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.
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.
Upon release, the Licensee shall receive a non-exclusive, non-transferable license to use, modify, and maintain the software solely for internal business purposes.
The Escrow Agent shall:
Securely store all deposited materials.
Maintain confidentiality of source code.
Verify the completeness of deposited materials upon request.
Securely store all deposited materials.
Maintain confidentiality of source code.
Verify the completeness of deposited materials upon request.
All escrow fees shall be paid by:
☐ Licensor
☐ Licensee
☐ Shared equally by both Parties
All source code and materials shall be treated as confidential and may not be disclosed except as permitted under this Agreement.
This Agreement shall remain in effect until terminated by mutual agreement or upon expiration of the underlying software license agreement.
This Agreement shall be governed by and construed in accordance with the laws of [State/Country].
This document constitutes the entire agreement between the Parties and supersedes all prior discussions regarding the escrow arrangement.
Licensor: ____________________________ Date: _________
Name/Title: _________________________________________
Licensee: ____________________________ Date: _________
Name/Title: _________________________________________
Escrow Agent: ____________________________ Date: _________
Name/Title: _________________________________________
Each template already follows legal structure and best practices.
The agreement is automatically filled and adapted to your inputs.
Check the generated document, make edits if needed, and download a ready-to-use agreement.
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
Frequently asked
A Source Code Escrow Agreement is a legal arrangement where the software source code is held by a neutral third-party escrow agent, released to the client only under specific triggering events like developer insolvency or failure to maintain the software.
It protects the client’s investment by ensuring access to critical source code if the developer can no longer support or maintain the software. It also reassures the developer that the code will not be released without valid cause.
Use it when licensing mission-critical software from a third-party developer, especially if business continuity depends on ongoing support and updates.
It should specify the software covered, escrow agent duties, release conditions, licensing rights after release, and responsibilities of all parties involved.
Yes, it typically requires the developer to periodically deposit updated source code versions to keep the escrow current.
Use our AI-powered builder to create a tailored Source Code Escrow Agreement in minutes — secure, compliant, and ready for execution.
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