Source Code Escrow Agreement Template for England and Wales

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Key Requirements PROMPT example:

Source Code Escrow Agreement

"Need a Source Code Escrow Agreement for our new healthcare software platform, with specific provisions for quarterly code verification and enhanced security requirements due to medical data handling, to be implemented by March 2025."

Document background
A Source Code Escrow Agreement is essential when businesses rely on critical software applications and need to ensure continued access to source code if specific trigger events occur. This agreement, governed by English and Welsh law, provides a secure mechanism for depositing source code with a trusted third party while protecting the intellectual property rights of the software owner. It specifies detailed procedures for deposit, verification, and release of materials, typically used in significant software licensing or development arrangements where the licensee requires business continuity assurance.
Suggested Sections

1. Parties: Identifies the depositor (software owner), beneficiary (licensee), and escrow agent with full legal details

2. Background: Explains the context of the agreement, including the software license relationship and need for escrow

3. Definitions: Defines key terms including Deposit Materials, Release Events, Verification Testing, and other important concepts

4. Deposit Obligations: Details what materials must be deposited, timing of deposits, and updates requirements

5. Verification: Procedures for verifying completeness and accuracy of deposited materials

6. Release Conditions: Specific events triggering release of escrowed materials, including insolvency and breach scenarios

7. Confidentiality: Obligations regarding protection of confidential information and trade secrets

8. Fees: Payment terms for escrow services including initial and ongoing fees

9. Term and Termination: Duration of agreement and circumstances allowing termination

Optional Sections

1. Step-in Rights: Additional rights for beneficiary to maintain and modify software after release

2. International Provisions: Specific provisions for cross-border arrangements including governing law and jurisdiction

3. Dispute Resolution: Alternative dispute resolution procedures and arbitration provisions

4. Data Protection: Specific provisions relating to handling of personal data within source code

Suggested Schedules

1. Schedule 1 - Deposit Materials: Detailed list of materials to be deposited including source code, documentation, and build instructions

2. Schedule 2 - Verification Procedures: Technical procedures for verification testing of deposited materials

3. Schedule 3 - Release Procedures: Step-by-step process for requesting and executing a release of materials

4. Schedule 4 - Fee Schedule: Detailed breakdown of all fees, payment terms and conditions

5. Schedule 5 - Technical Specification: Detailed technical requirements for deposit materials and verification testing

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 in the UK, crucial for protecting the source code being held in escrow

Trade Secrets (Enforcement, etc.) Regulations 2018: Legislation protecting confidential business information and trade secrets, relevant for safeguarding proprietary source code

Data Protection Act 2018 and UK GDPR: Data protection legislation that may apply if the source code contains or processes personal data

Contracts (Rights of Third Parties) Act 1999: Legislation governing third-party rights in contracts, relevant as escrow agreements typically involve three parties

Insolvency Act 1986: Key legislation regarding company insolvency, crucial for defining release conditions in escrow agreements

Enterprise Act 2002: Legislation affecting corporate insolvency procedures and business regulations in the UK

Corporate Insolvency and Governance Act 2020: Recent legislation affecting insolvency procedures, particularly relevant for release conditions in escrow agreements

Electronic Communications Act 2000: Legislation governing electronic communications and signatures, relevant if the agreement involves electronic deposits or communications

Common Law Contract Principles: Fundamental principles of contract law including offer, acceptance, consideration, and intention to create legal relations

Rome I Regulation (as retained in UK law): Legislation governing choice of law in contractual obligations, particularly relevant for international parties

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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