Software Escrow Agreement

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Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Software Escrow Agreement

Software Escrow Agreement

Company Letterhead

{{escrow_agent_name}}

{{escrow_agent_address}}

Phone: {{escrow_agent_phone}}

Email: {{escrow_agent_email}}

Website: {{escrow_agent_website}}

Software Escrow Agreement

This Software Escrow Agreement ("Agreement") is made and entered into as of {{agreement_date}}, by and among:

Developer/Licensor: {{developer_company_name}}, a company duly incorporated and existing under the laws of {{developer_country}}, with its principal place of business at {{developer_address}} (hereinafter referred to as "Developer").

Licensee: {{licensee_company_name}}, a company duly incorporated and existing under the laws of {{licensee_country}}, with its principal place of business at {{licensee_address}} (hereinafter referred to as "Licensee").

Escrow Agent: {{escrow_agent_name}}, a company duly incorporated and existing under the laws of {{escrow_agent_country}}, with its principal place of business at {{escrow_agent_address}} (hereinafter referred to as "Escrow Agent").

Collectively referred to as "the Parties".

Recitals

WHEREAS, the Developer has developed and owns certain proprietary software known as "{{software_name}}" (hereinafter referred to as "the Software"), as more fully described in Schedule A attached hereto.

WHEREAS, the Licensee has acquired a license to use the Software pursuant to a Software License Agreement dated {{license_agreement_date}} between the Developer and the Licensee (hereinafter referred to as "the License Agreement").

WHEREAS, the Licensee desires to protect its investment in the Software by ensuring access to the Software's source code and related materials in specific circumstances, such as the Developer's failure to maintain or support the Software, or the Developer's insolvency or cessation of business.

WHEREAS, the Developer agrees to deposit the Software's source code and related materials with the Escrow Agent.

WHEREAS, the Escrow Agent agrees to hold the Escrow Deposit (as defined below) in accordance with the terms and conditions of this Agreement.

Definitions

"Escrow Deposit" means the source code of the Software, together with all related documentation, object code, development tools, build instructions, and any other materials necessary to compile, understand, maintain, and operate the Software, as specified in Schedule B attached hereto.

"Release Event" means any of the events specified in Clause {{release_event_clause_number}} herein, upon the occurrence of which the Escrow Agent is authorized to release the Escrow Deposit to the Licensee.

"Verification" means the process of confirming that the Escrow Deposit is complete, accurate, and capable of being compiled and operated as specified in Schedule C.

Deposit of Materials

The Developer shall, within {{deposit_days}} days of the Effective Date of this Agreement, deposit the Escrow Deposit with the Escrow Agent.

The Developer shall periodically update the Escrow Deposit at least once every {{update_frequency}} (e.g., six months, annually) or within {{update_days}} days of any major update or release of the Software, ensuring that the Escrow Deposit always contains the most current version of the source code and related materials relevant to the Licensee's licensed version of the Software.

The Escrow Agent shall acknowledge receipt of each deposit and update in writing to all Parties.

Verification of Escrow Deposit

The Licensee shall have the right to request a Verification of the Escrow Deposit at its own expense, no more than once every {{verification_frequency}} (e.g., twelve months).

The Escrow Agent shall facilitate such Verification by providing secure access to the Escrow Deposit for independent third-party verification, as agreed upon by the Parties.

Any deficiencies identified during Verification shall be remedied by the Developer within {{remedy_days}} days, and a new deposit shall be made and verified.

Release Events

The Escrow Agent shall release the Escrow Deposit to the Licensee upon the occurrence of any of the following events (each a "Release Event"):

Insolvency or bankruptcy of the Developer, including but not limited to, the filing of a petition for bankruptcy, voluntary or involuntary liquidation, or the appointment of a receiver or administrator.

Cessation of the Developer's business or operations for a period exceeding {{cessation_days}} days, where such cessation directly impacts the Developer's ability to maintain or support the Software.

Material breach by the Developer of its obligations under the License Agreement relating to the maintenance or support of the Software, which breach remains uncured for a period of {{cure_days}} days after written notice from the Licensee.

Release Procedure

Upon the occurrence of a Release Event, the Licensee shall provide written notice to the Escrow Agent and the Developer, detailing the Release Event and providing supporting documentation.

The Developer shall have {{developer_response_days}} days from receipt of such notice to dispute the occurrence of the Release Event in writing to both the Escrow Agent and the Licensee.

If no dispute is received from the Developer within the specified period, or if the dispute is resolved in favour of the Licensee, the Escrow Agent shall release the Escrow Deposit to the Licensee within {{release_days}} days.

The Escrow Agent shall notify both the Developer and the Licensee in writing of the release of the Escrow Deposit.

Confidentiality

The Escrow Agent shall treat the Escrow Deposit as strictly confidential and shall not disclose or use the Escrow Deposit for any purpose other than as expressly permitted by this Agreement.

The Licensee shall treat the Escrow Deposit as strictly confidential if released, and shall only use it in accordance with the terms of the License Agreement and solely for the purpose of maintaining or supporting the Software for its own internal business operations.

Fees and Expenses

The Licensee shall be responsible for payment of all fees and expenses of the Escrow Agent as set forth in a separate fee schedule attached as Schedule D.

In the event of a Release Event and subsequent release of the Escrow Deposit, the Developer shall reimburse the Licensee for any Verification costs incurred by the Licensee for the last verification prior to the Release Event.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of {{governing_country}}.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in {{arbitration_city}}, {{arbitration_country}}, in accordance with the rules of the {{arbitration_institution}}.

Signature Block

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

For and on behalf of Developer:

Name: {{developer_signatory_name}}

Title: {{developer_signatory_title}}

Signature: ______________________

Date: ______________________

For and on behalf of Licensee:

Name: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}

Signature: ______________________

Date: ______________________

For and on behalf of Escrow Agent:

Name: {{escrow_agent_signatory_name}}

Title: {{escrow_agent_signatory_title}}

Signature: ______________________

Date: ______________________