This software escrow agreement template has 5 pages and is a MS Word file type listed under our business plan kit documents.
Sample of our software escrow agreement template:
SOFTWARE ESCROW AGREEMENT This Software Escrow Agreement (the "Agreement") is made and effective this [DATE], BETWEEN: [SOFTWARE DEVELOPER NAME] (the "Developer"), an individual/entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its principal place of residence/business located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the "Licensee"), an individual/entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its principal place of residence/business located at: [COMPLETE ADDRESS] AND: [ESCROW AGENT NAME] (the " Escrow Agent"), an individual/entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its principal place of residence/business located at: [COMPLETE ADDRESS] WHEREAS, the Developer has developed and licensed certain software to the Licensee under the terms of a separate software license agreement (the "License Agreement"); WHEREAS, the Licensee desires to ensure continued access to the software in the event of certain triggering events, and the Developer is willing to deposit the software source code and other materials into escrow with the Escrow Agent under the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereto agree as follows: DEPOSIT MATERIALS 1.1 Deposit: The Developer shall deposit with the Escrow Agent the following materials (collectively, the "Deposit Materials") within [NUMBER OF DAYS] days of the execution of this Agreement: a) The complete source code for the software licensed under the License Agreement (the "Software"). b) All documentation necessary to understand, compile, and maintain the Software, including build instructions, development tools, and version histories. c) Any third-party software or tools required to use or maintain the Software, subject to the availability of licenses to the Licensee. 1.2 Updates: The Developer agrees to deposit any updates, upgrades, or modifications to the Software (collectively, "Updates") with the Escrow Agent within [NUMBER OF DAYS] days of releasing such Updates to the Licensee. ESCROW AGENT'S RESPONSIBILITIES 2.1 Receipt and Storage: The Escrow Agent agrees to receive, catalog, and securely store the Deposit Materials in a manner that protects the confidentiality and integrity of the materials. 2.2 Verification: Upon receipt of the Deposit Materials, the Escrow Agent may, at its discretion or upon the request of the Licensee, verify that the materials received are complete, accurate, and functional. The cost of any verification shall be borne by [PARTY RESPONSIBLE FOR COSTS]. 2.3 Release of Deposit Materials: The Escrow Agent shall release the Deposit Materials to the Licensee only upon the occurrence of a triggering event, as defined in Section 3 of this Agreement, and in accordance with the procedures outlined in Section 4. TRIGGERING EVENTS 3.1 Definition of Triggering Events: The Deposit Materials shall be released to the Licensee upon the occurrence of any of the following events (each a "Triggering Event"): a) The Developer's bankruptcy, insolvency, or assignment for the benefit of creditors. b) The Developer's failure to support, maintain, or update the Software as required by the License Agreement, provided that the Licensee has given the Developer [NUMBER OF DAYS] days' written notice of such failure and the Developer has not cured the failure within that time. c) The Developer's cessation of business operations without a successor assuming the Developer's obligations under the License Agreement. RELEASE PROCEDURES 4.1 Notice of Triggering Event: In the event of a Triggering Event, the Licensee shall provide written notice to the Escrow Agent and the Developer, specifying the nature of the Triggering Event and requesting the release of the Deposit Materials. 4.2 Developer's Response: Upon receipt of the Licensee's notice, the Developer shall have [NUMBER OF DAYS] days to dispute the occurrence of the Triggering Event by providing written notice to the Escrow Agent and the Licensee. 4
