Software Escrow Agreement

{{company_name}}

{{company_address}}

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

Software Escrow Agreement

Software Escrow Agreement

{{company_name}} {{company_address}} {{phone}} {{email}} {{website}}

SOFTWARE ESCROW AGREEMENT

This Software Escrow Agreement (the “Agreement”) is made and entered into as of {{date_of_agreement}} (the “Effective Date”), BY AND BETWEEN:

1. {{vendor_company_name}}, a company duly incorporated under the laws of {{vendor_jurisdiction}}, with its registered office at {{vendor_address}} (hereinafter referred to as the “Vendor”).

2. {{customer_company_name}}, a company duly incorporated under the laws of {{customer_jurisdiction}}, with its registered office at {{customer_address}} (hereinafter referred to as the “Customer”).

3. {{escrow_agent_company_name}}, a company duly incorporated under the laws of {{escrow_agent_jurisdiction}}, with its registered office at {{escrow_agent_address}} (hereinafter referred to as the “Escrow Agent”).

(The Vendor, Customer, and Escrow Agent are hereinafter collectively referred to as the “Parties” and individually as a “Party”).

RECITALS

WHEREAS, the Vendor has developed proprietary software known as “{{software_name}}” (the “Software”), licensed to the Customer pursuant to a separate Software License Agreement dated {{license_agreement_date}} (the “License Agreement”).

WHEREAS, the Customer deems it essential to have access to the source code of the Software in certain defined circumstances to ensure business continuity.

WHEREAS, the Escrow Agent is an independent third party willing to hold the Source Code in escrow in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

DEFINITIONS

“Deposit Material” shall mean the source code, object code, documentation, build instructions, and any other materials necessary to compile, run, and maintain the Software, as specified in Schedule A.

“Escrow Period” shall mean the term commencing on the Effective Date and continuing until terminated in accordance with this Agreement.

“Triggering Event” shall mean any of the events specified in Clause 6.

“Release Conditions” shall mean the conditions under which the Deposit Material shall be released to the Customer, as specified in Clause 7.

DEPOSIT OF MATERIALS

5.1. The Vendor shall deliver the initial Deposit Material to the Escrow Agent within {{number_of_days}} days of the Effective Date.

5.2. The Vendor shall update the Deposit Material on a {{update_frequency}} basis (e.g., quarterly, semi-annually, annually) or upon the release of any major update or version of the Software, whichever is sooner. Each update shall be delivered to the Escrow Agent within {{number_of_days_for_update}} days of its creation.

5.3. The Escrow Agent shall verify the receipt of the Deposit Material and notify all Parties in writing of its receipt and the date thereof.

TRIGGERING EVENTS

A Triggering Event shall be deemed to have occurred upon the happening of any of the following:

6.1. The Vendor files for bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed over its assets.

6.2. The Vendor ceases to conduct its business operations for a continuous period of {{number_of_days_cessation}} days.

6.3. The Vendor breaches any material term of the License Agreement and fails to cure such breach within {{number_of_days_to_cure}} days after receiving written notice from the Customer.

6.4. The Vendor goes into liquidation, whether compulsory or voluntary, except for the purpose of a solvent reconstruction or amalgamation.

RELEASE CONDITIONS

7.1. Upon the occurrence of a Triggering Event, the Customer may make a written demand to the Escrow Agent for the release of the Deposit Material, providing evidence of the Triggering Event.

7.2. The Escrow Agent shall, within {{number_of_days_for_escrow_agent_response}} days of receiving the Customer’s demand, notify the Vendor of such demand and provide the Vendor with a copy of the evidence supplied by the Customer.

7.3. The Vendor shall have {{number_of_days_for_vendor_response}} days from the date of the Escrow Agent’s notification to object to the release of the Deposit Material by providing written notice to the Escrow Agent and the Customer, stating the reasons for its objection.

7.4. If the Vendor does not object within the stipulated period, the Escrow Agent shall release the Deposit Material to the Customer.

7.5. If the Vendor objects to the release, the Parties shall attempt to resolve the dispute amicably. If they fail to do so within {{number_of_days_for_dispute_resolution}} days, either Party may seek resolution through mediation or arbitration as provided in Clause 10.

OBLIGATIONS OF THE PARTIES

8.1. Vendor’s Obligations:

a. To provide complete and accurate Deposit Material.

b. To promptly update the Deposit Material as required.

c. To pay the Escrow Agent’s fees as specified in Schedule B.

8.2. Customer’s Obligations:

a. To promptly notify the Escrow Agent and Vendor of any Triggering Event.

b. To use the released Deposit Material solely for the purpose of maintaining and supporting the Software for its internal business operations.

c. To maintain the confidentiality of the Deposit Material.

8.3. Escrow Agent’s Obligations:

a. To securely store the Deposit Material.

b. To verify the completeness of the Deposit Material.

c. To release or withhold the Deposit Material strictly in accordance with this Agreement.

FEES AND EXPENSES

The fees for the Escrow Agent’s services shall be as set forth in Schedule B attached hereto. {{party_responsible_for_fees}} shall be responsible for payment of all fees and expenses associated with this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

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

10.2. 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}}, in accordance with the rules of {{arbitration_institution}}.

CONFIDENTIALITY

All Parties agree to keep the terms and conditions of this Agreement, and all information exchanged hereunder, strictly confidential, except as required by law or as necessary to enforce their rights hereunder.

ENTIRE AGREEMENT

This Agreement, including its Schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether written or oral.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

_____________________________

{{vendor_company_name}}

By: _________________________

Name: {{vendor_signatory_name}}

Title: {{vendor_signatory_title}}

Date: {{vendor_signature_date}}

_____________________________

{{customer_company_name}}

By: _________________________

Name: {{customer_signatory_name}}

Title: {{customer_signatory_title}}

Date: {{customer_signature_date}}

_____________________________

{{escrow_agent_company_name}}

By: _________________________

Name: {{escrow_agent_signatory_name}}

Title: {{escrow_agent_signatory_title}}

Date: {{escrow_agent_signature_date}}