Source Code Escrow Agreement Template for Singapore

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Key Requirements PROMPT example:

Source Code Escrow Agreement

"Need a Source Code Escrow Agreement to protect our newly developed healthcare management software, with specific provisions for quarterly code verification and multiple beneficiary access as we have three hospital groups as licensees."

Document background
A Source Code Escrow Agreement becomes necessary when organizations rely on mission-critical software applications and need to ensure business continuity. This agreement, structured under Singapore law, provides a secure mechanism where the source code owner deposits their intellectual property with a trusted third party, while maintaining confidentiality and protecting their rights. The agreement specifies clear release conditions, typically including business failure, bankruptcy, or breach of maintenance obligations by the software owner. It's particularly relevant in Singapore's technology-focused business environment, where software dependencies are common and require robust legal protection.
Suggested Sections

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

2. Background: Explains the context of the agreement, including the existence of related software license agreements

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 under which the source code will be released

6. Verification Procedures: Outlines the process for verifying deposited materials

7. Confidentiality: Establishes confidentiality obligations for all parties

8. Term and Termination: Specifies duration and termination conditions

Optional Sections

1. Deposit Verification Testing: Detailed technical verification procedures for cases requiring specific technical verification

2. Multiple Beneficiary Provisions: Rules for multiple beneficiaries accessing the escrow, used when there are multiple licensees

3. International Provisions: Specific provisions for cross-border arrangements when parties are in different jurisdictions

Suggested Schedules

1. Schedule 1 - Deposit Materials: Detailed list of materials to be deposited

2. Schedule 2 - Release Events: Comprehensive list of events triggering release

3. Schedule 3 - Verification Test Procedures: Technical specifications for verification testing

4. Schedule 4 - Fee Schedule: Escrow agent fees and payment terms

5. Appendix A - Contact Information: Authorized representatives and contact details for 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 legal definitions
Clauses
Industries

Copyright Act 2021: Primary legislation protecting software and source code as intellectual property in Singapore. Essential for defining ownership rights and protection of the escrowed source code.

Contracts Act 1872: Fundamental legislation governing contract formation and enforcement in Singapore. Provides the legal framework for the escrow agreement's validity and enforceability.

Evidence Act: Legislation governing the admissibility of electronic records and digital evidence, crucial for source code verification and dispute resolution.

Computer Misuse Act: Legislation addressing unauthorized access and use of computer systems, relevant for protecting the escrowed source code from unauthorized access.

Personal Data Protection Act 2012: Legislation governing personal data protection, applicable if the source code contains or processes personal data.

Electronic Transactions Act: Legislation governing electronic records and signatures, relevant for digital documentation and verification processes in the escrow arrangement.

Common Law Confidentiality: Legal principles protecting confidentiality and trade secrets under Singapore common law, essential for maintaining the secrecy of the escrowed code.

Bankruptcy Act: Legislation governing insolvency situations, crucial for defining release conditions and protecting rights in case of depositor bankruptcy.

Competition Law: Legal framework ensuring the escrow arrangement doesn't violate anti-competitive practices under Singapore law.

UNCITRAL Model Law: International framework for electronic commerce adopted by Singapore, providing guidelines for electronic transactions and records.

WIPO Copyright Treaty: International copyright protection framework that Singapore adheres to, relevant for international aspects of source code protection.

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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