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Source Code Escrow Agreement
Protect software continuity and source code access with this Source Code Escrow Agreement Template.
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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: _________________________________________
Details
Learn more about
Source Code Escrow Agreement
SOURCE CODE ESCROW AGREEMENT FAQ
What is a Source Code Escrow Agreement?
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.
Why is a Source Code Escrow Agreement important?
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.
When should you use a Source Code Escrow Agreement?
Use it when licensing mission-critical software from a third-party developer, especially if business continuity depends on ongoing support and updates.
What should a Source Code Escrow Agreement include?
It should specify the software covered, escrow agent duties, release conditions, licensing rights after release, and responsibilities of all parties involved.
Does the agreement cover software updates?
Yes, it typically requires the developer to periodically deposit updated source code versions to keep the escrow current.
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