Software Escrow Agreement Template for England and Wales

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Key Requirements PROMPT example:

Software Escrow Agreement

"I need a Software Escrow Agreement to protect our company when licensing mission-critical accounting software from a small startup, ensuring we can access the source code if they become insolvent or cease trading."

Document background
A Software Escrow Agreement is essential when organizations rely on critical software for their operations but don't have direct access to the source code. This agreement, governed by English and Welsh law, provides security by ensuring access to source code if specific trigger events occur. It's particularly relevant when software is business-critical or when regulatory compliance requires contingency planning. The agreement typically includes detailed provisions for deposit updates, verification testing, and release conditions, while ensuring compliance with UK intellectual property rights and data protection requirements.
Suggested Sections

1. Parties: Identifies the software owner, beneficiary, and escrow agent

2. Background: Explains the purpose of the escrow arrangement and relationship between parties

3. Definitions: Defines key terms including Deposit Materials, Release Events, and Verification Tests

4. Deposit Obligations: Details the materials to be deposited and updating requirements

5. Release Conditions: Specifies circumstances triggering release of escrowed materials

6. Verification: Procedures for testing and verifying deposited materials

7. Confidentiality: Obligations regarding confidential information

8. Fees and Charges: Payment terms for escrow services

9. Term and Termination: Duration and termination provisions

Optional Sections

1. Data Protection: Additional provisions for GDPR compliance when personal data is involved in the escrow arrangement

2. Source Code Compilation: Technical requirements and procedures for code compilation in complex software deposits

3. Multi-Party Provisions: Additional terms and conditions when multiple beneficiaries are involved in the escrow arrangement

4. International Provisions: Specific provisions addressing cross-border considerations in international escrow arrangements

Suggested Schedules

1. Schedule 1 - Deposit Materials: Detailed list and specifications of all materials to be deposited in escrow

2. Schedule 2 - Verification Tests: Technical specifications and procedures for verification testing of deposited materials

3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, charges and payment terms for escrow services

4. Schedule 4 - Release Request Form: Standard template and procedures for requesting release of escrowed materials

5. Schedule 5 - Technical Contact Details: Contact information and procedures for technical representatives of all parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries
Relevant Teams
Relevant Roles
Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights, particularly relevant for software copyright protection and licensing provisions in escrow agreements

Data Protection Act 2018: Implements UK GDPR requirements, crucial for handling any personal data that might be included in escrowed materials

Computer Misuse Act 1990: Relevant for security provisions and unauthorized access prevention in the escrow arrangement

Contracts (Rights of Third Parties) Act 1999: Governs how third parties (such as the escrow agent) can enforce rights under the agreement

Law of Property (Miscellaneous Provisions) Act 1989: Sets out requirements for contracts that need to be in writing and executed as deeds

Trade Secrets (Enforcement, etc.) Regulations 2018: Provides framework for protecting confidential information and trade secrets in the escrowed materials

Insolvency Act 1986: Critical for defining release conditions related to bankruptcy or insolvency of the software developer

Enterprise Act 2002: Supplements insolvency provisions and may affect release conditions in escrow agreements

Financial Services and Markets Act 2000: Relevant if the escrow agent's services fall under regulated financial services activities

Electronic Commerce (EC Directive) Regulations 2002: Governs electronic transactions and may be relevant for digital aspects of the escrow arrangement

Electronic Communications Act 2000: Provides legal framework for electronic signatures and communications in the escrow agreement

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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