This source code escrow agreement template has 8 pages and is a MS Word file type listed under our software & technology documents.
Sample of our source code escrow agreement template:
SOURCE CODE ESCROW AGREEMENT This Source Code Escrow Agreement (the "Agreement") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the "First Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the "Second Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the "Escrow Agent"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS First Party and Second Party have entered into a Methodology and Software License Agreement dated [EFFECTIVE DATE] (the "Main Agreement"), pursuant to which First Party has, among other things, granted a non-exclusive license to Second Party with respect to Licensed Products, defined in article [NUMBER] of the Main Agreement (hereinafter: the "Licensed Products"). WHEREAS it is the policy of First Party not to disclose to its customers the Source Codes for the Licensed Products and related documentation, except as provided in an applicable Escrow Agreement. WHEREAS First Party and Second Party agree that, upon the occurrence of certain events described in Paragraph 4.1 hereof, Second Party shall be able to obtain the Source Code (as defined in Paragraph 2, below) from the Escrow Agent for the purposes described herein. Accordingly, First Party agrees to deliver the Source Code to the Escrow Agent upon the terms and conditions described below. NOW THEREFORE, in consideration of the mutual covenants exchanged herein and for other valuable consideration, the adequacy and receipt of which are hereby acknowledged, First Party, Second Party and the Escrow Agent hereby agree as follows: DEPOSITS The Escrow Agent, as a safekeeping escrow agent, agrees to accept from First Party, for storage purposes only, the Source Code and any revisions, corrections, enhancements, upgrades, updates, modifications, new releases, supplements or other changes thereto and any related documentation to which Second Party is entitled under the Main Agreement so that such Source Code constitutes a human readable program for all of the Licensed Products (hereinafter collectively referred to as the "Source Code"). For each delivery of the Source Code or supplements thereto to the Escrow Agent, the Escrow Agent will: issue a receipt to First Party with respect to each such delivery, which receipt shall identify any modifications, revisions or supplements made to the Source Code; and furnish to Second Party a copy of the receipt provided to First Party pursuant to this paragraph 1.1; the delivery of such receipt from the Escrow Agent to Second Party shall constitute notice to Second Party that the information listed therein has been delivered to the Escrow Agent. Upon the request of Second Party, the Escrow Agent shall supply to Second Party copies of each receipt furnished by the Escrow Agent to First Party hereunder; The cost of preparation of the escrowed materials shall be borne by First Party. The Source Code held by Escrow Agent shall remain the exclusive property of First Party, and Escrow Agent shall not use the Source Code or disclose same to any third party except as specifically provided for herein. Escrow Agent shall hold the Source Code in safekeeping at its offices herein above indicated unless and until the Escrow Agent receives notice pursuant to the terms of this Agreement that the Escrow Agent is to deliver the Source Code to Second Party or First Party, in which case the Escrow Agent shall deliver the Source Code to the party identified therein, subject, however, to the provisions of this Escrow Agreement. REPRESENTATIONS AND COVENANTS OF [COMPANY NAME] TO [COMPANY NAME] First Party represents and warrants to Second Party that: the material delivered to the Escrow Agent hereunder constitutes the Source Code for all of the Licensed Products; and the Source Code delivered to the Escrow Agent is in a form suitable for reproduction by computer and/or photocopy equipment, and consists of a full source language statement of the program or programs comprising the Licensed Products and complete program maintenance documentation, including all flow charts, schematics and annotations, and all other material necessary to allow a reasonably skilled third-party programmer or analyst to maintain or enhance the Licensed Products without the help of any other person or reference to any other material. First Party covenants to Second Party that First Party will promptly supplement the Source Code delivered hereunder with all revisions, corrections, enhancements, upgrades, updates, modifications, new releases, supplements or other changes thereto and any related documentation to which Second Party is entitled under the Main License Agreement, so that such Source Code constitutes a human-readable program for all of the Licensed Products. AUDIT RIGHTS Second Party's Audit Rights. Upon reasonable notice, during normal business hours and during the term of this Agreement, Second Party at its own expense will be entitled to inspect the physical status and condition of the materials deposited with the Escrow Agent pursuant to this Agreement. Any deposits already made may not be changed during the audit. First Party's Audit Rights. Upon reasonable notice, during normal business hours and during the term of this Agreement, First Party at its own expense will be entitled to inspect the physical status and condition of the materials deposited with the Escrow Agent pursuant to this Agreement. Any deposits already made may not be changed during the audit. NOTICE OF DEFAULT Second Party shall give written notice (the "Notice of Default") to the Escrow Agent of any of the following events of default hereunder by First Party (a "Default"): First Party or any permitted successor or assign makes a general assignment for the benefit of creditors, or admits in writing that it is unable to pay its debts as they mature; or a trustee or receiver of any substantial part of First Party's (or a permitted successor's or assign's) assets is appointed by any court; or First Party or any permitted successor or assign ceases to function as a going concern, First Party or any permitted successor or assign commits an Act of Insolvency, First Party or any permitted successor or assign files a petition in bankruptcy or such a petition is filed against it and is acquiesced in or is not dismissed within [NUMBER] days or results in an adjudication of bankruptcy; or If First Party or any permitted successor or assign otherwise ceases to manufacture the Licensed Products. First Party or any permitted successor or assign commits a material breach or default of its obligations further to article [NUMBER] of the Main Agreement or under this Agreement and fails to cure such breach or default within the applicable cure period. The Notice of Default shall at a minimum be labeled "Notice of Default", identify the Main Agreement and this Escrow Agreement, specify the nature of the Default, demand the delivery of the Source Code to Second Party in accordance with this Escrow Agreement. Upon receipt of the Notice of Default, the Escrow Agent shall send a copy thereof to First Party by certified or registered mail, postage prepaid, return receipt requested. if First Party desires to dispute the Notice of Default, then First Party shall, within [NUMBER] days after receipt of the Notice of Default from the Escrow Agent, deliver to the Escrow Agent a statement (the "First Party Affidavit") saying that no Default has occurred, whereupon the provisions of Paragraph [NUMBER] hereof will become applicable
