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Data Escrow Agreement
"Need a Data Escrow Agreement to protect our proprietary software code and customer data, with specific release conditions if we become insolvent or cease trading, to be effective from March 2025 for our UK operations."
1. Parties: Identification of contracting parties including data owner, escrow agent, and beneficiary
2. Background: Context and purpose of the escrow arrangement
3. Definitions: Key terms used throughout the agreement
4. Deposit Materials: Description of data to be held in escrow
5. Escrow Agent Obligations: Core duties and responsibilities of the escrow agent
6. Release Conditions: Circumstances triggering release of escrowed data
7. Security Requirements: Data security and protection measures
8. Term and Termination: Duration and termination provisions
1. International Transfer Provisions: Required when data transfers outside UK are contemplated
2. Verification Procedures: Procedures for verifying deposited data and ensuring integrity
3. Disaster Recovery: Business continuity provisions for critical data backup arrangements
1. Schedule 1 - Deposit Materials: Detailed description of escrowed data and format
2. Schedule 2 - Security Requirements: Technical and organizational security measures
3. Schedule 3 - Service Levels: Performance standards for escrow services
4. Schedule 4 - Fees: Fee structure and payment terms
5. Appendix A - Release Request Form: Template for requesting release of escrowed data
6. Appendix B - Contact Details: Key contacts for all parties
Authors
Applicable Data Protection Laws
Beneficiary
Business Day
Confidential Information
Data
Deposit Materials
Deposit Schedule
Effective Date
Escrow Agent
Escrow Fee
Force Majeure Event
Initial Term
Intellectual Property Rights
Personal Data
Release Conditions
Release Notice
Release Request
Security Requirements
Services
Term
Third Party Software
UK GDPR
Verification
Working Hours
Storage and Maintenance
Security and Access Controls
Release Conditions
Release Procedures
Verification Rights
Confidentiality
Data Protection
Intellectual Property Rights
Warranties and Representations
Fees and Payment
Liability and Indemnification
Force Majeure
Term and Termination
Governing Law and Jurisdiction
Assignment and Subcontracting
Dispute Resolution
Audit Rights
Insurance
Notices
Severability
Entire Agreement
Third Party Rights
Amendments
Business Continuity
Service Levels
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