Source Code Escrow Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SOURCE CODE ESCROW AGREEMENT

This Source Code Escrow Agreement (hereinafter referred to as the “Agreement”) is made and entered into this {{day}} day of {{month}}, {{year}},

BETWEEN:

1. **{{depositor_company_name}}** of {{depositor_company_address}} (hereinafter referred to as the “Depositor”), duly represented by {{depositor_representative_name}} in {{depositor_representative_capacity}};

AND

2. **{{beneficiary_company_name}}** of {{beneficiary_company_address}} (hereinafter referred to as the “Beneficiary”), duly represented by {{beneficiary_representative_name}} in {{beneficiary_representative_capacity}};

AND

3. **{{escrow_agent_company_name}}** of {{escrow_agent_company_address}} (hereinafter referred to as the “Escrow Agent”), duly represented by {{escrow_agent_representative_name}} in {{escrow_agent_representative_capacity}}.

The Depositor, Beneficiary, and Escrow Agent are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

A. The Depositor is the owner of proprietary software known as “{{software_name}}” (hereinafter referred to as the “Software”), the source code of which is subject to this Agreement.

B. The Beneficiary has licensed or otherwise acquired rights to use the Software from the Depositor.

C. The Parties desire to establish an escrow arrangement whereby the source code of the Software is deposited with an independent third party, the Escrow Agent, to be released to the Beneficiary upon the occurrence of certain predefined release conditions.

DEFINITIONS

**Source Code:** Means the human-readable programming instructions that compile into the Software, including all related documentation, libraries, and build scripts necessary to compile and maintain the Software.

**Escrow Material:** Means the Source Code and any other documentation or materials deposited with the Escrow Agent by the Depositor pursuant to this Agreement.

**Release Condition:** Means an event or circumstance upon the occurrence of which the Escrow Material shall be released to the Beneficiary, as explicitly defined in this Agreement.

**Verification:** The process by which the Escrow Agent or an independent third party confirms the completeness and functionality of the Escrow Material.

DEPOSIT OF ESCROW MATERIAL

5.1. The Depositor shall, within {{deposit_days}} days of the Effective Date of this Agreement, deposit with the Escrow Agent one complete and current copy of the Source Code for the Software, in a mutually agreed-upon format (e.g., {{format_specifications}}).

5.2. The Depositor shall periodically update the Escrow Material to reflect any new versions, updates, or modifications to the Software, as per the update schedule: {{update_schedule}}.

5.3. The Escrow Agent shall acknowledge receipt of all Escrow Material deposited by the Depositor.

RELEASE CONDITIONS

The Escrow Agent shall release the Escrow Material to the Beneficiary upon the written notification to the Escrow Agent that any of the following Release Conditions has occurred:

6.1. The Depositor files for bankruptcy, is declared insolvent, goes into liquidation, or ceases to carry on its business operations relating to the Software.

6.2. The Depositor breaches any material term of the Software Licence Agreement between the Depositor and the Beneficiary, which breach remains uncured for a period of {{cure_period}} days after written notice from the Beneficiary to the Depositor.

6.3. {{other_release_condition_1}}

6.4. {{other_release_condition_2}}

RELEASE PROCEDURE

7.1. Upon the alleged occurrence of a Release Condition, the Beneficiary shall provide written notice to both the Depositor and the Escrow Agent, detailing the specific Release Condition that has occurred.

7.2. The Depositor shall have {{response_days}} days from receipt of such notice to dispute the occurrence of the Release Condition in writing to both the Beneficiary and the Escrow Agent.

7.3. If the Depositor disputes the Release Condition, the Parties shall attempt to resolve the dispute amicably within {{dispute_resolution_days}} days. If no resolution is reached, the matter shall be referred to {{arbitration_body}} for binding arbitration.

7.4. If the Depositor does not dispute the Release Condition within the stipulated period, or if the dispute is resolved in favour of the Beneficiary, the Escrow Agent shall release the Escrow Material to the Beneficiary within {{release_days}} days.

FEES AND EXPENSES

8.1. The Beneficiary shall be responsible for payment of all fees and expenses incurred by the Escrow Agent in connection with its performance under this Agreement, as per the fee schedule attached hereto as Schedule A. {{fee_schedule_reference}}.

8.2. Payment terms: {{payment_terms}}.

CONFIDENTIALITY

9.1. The Escrow Agent agrees to keep the Escrow Material confidential and shall not disclose it to any third party except as required by this Agreement or by law.

9.2. The Beneficiary agrees that upon release, the Source Code remains the intellectual property of the Depositor and shall only be used for the purposes set out in the Software Licence Agreement, subject to the conditions of release. {{confidentiality_clauses}}

GOVERNING LAW AND JURISDICTION

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

10.2. The Parties irrevocably submit to the exclusive jurisdiction of the courts of {{city_name}}, {{country_name}}.

ENTIRE AGREEMENT

11.1. This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

SIGNATURE BLOCK

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

**For the Depositor:**

___________________________

Name: {{depositor_signer_name}}

Title: {{depositor_signer_title}}

Date: {{depositor_signature_date}}

**For the Beneficiary:**

___________________________

Name: {{beneficiary_signer_name}}

Title: {{beneficiary_signer_title}}

Date: {{beneficiary_signature_date}}

**For the Escrow Agent:**

___________________________

Name: {{escrow_agent_signer_name}}

Title: {{escrow_agent_signer_title}}

Date: {{escrow_agent_signature_date}}