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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."
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
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
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
Beneficiary
Business Day
Confidential Information
Deposit Materials
Depositor
Documentation
Effective Date
Escrow Agent
Fees
Initial Deposit
Intellectual Property Rights
License Agreement
Material Update
Object Code
Release Conditions
Release Notice
Software
Source Code
Source Code Materials
Technical Verification
Term
Trade Secrets
Updates
Verification Tests
Verification Rights
Release Conditions
Release Process
Confidentiality
Intellectual Property Rights
Fees and Payment
Warranties
Liability Limitations
Force Majeure
Term and Termination
Escrow Agent Obligations
Depositor Obligations
Beneficiary Rights
Updates and Maintenance
Audit Rights
Data Protection
Security Requirements
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Severability
Third Party Rights
Variation
Counterparts
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