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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."
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
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
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
Beneficiary
Business Day
Confidential Information
Deposit Materials
Deposit Update
Documentation
Effective Date
Escrow Agent
Escrow Fee
Initial Deposit
Intellectual Property Rights
License Agreement
Material Breach
Personal Data
Release Event
Release Notice
Software
Source Code
Software Owner
Technical Contacts
Term
Third Party Materials
Verification Test
Verification Period
Working Hours
Release Conditions
Verification Procedures
Confidentiality
Intellectual Property Rights
Fees and Payment
Warranties and Representations
Liability and Indemnification
Force Majeure
Term and Termination
Assignment and Transfer
Dispute Resolution
Governing Law and Jurisdiction
Data Protection
Notices
Entire Agreement
Amendment and Waiver
Severability
Third Party Rights
Counterparts
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