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Data Escrow Agreement
"Need a Data Escrow Agreement for our customer database backup storage with Amazon Web Services as the escrow agent, ensuring HIPAA compliance and quarterly verification procedures, to be effective from March 1, 2025."
1. Parties: Identification of Data Owner, Escrow Agent, and Beneficiary
2. Background: Context and purpose of the escrow arrangement
3. Definitions: Key terms used throughout the agreement including regulated data types and compliance requirements
4. Deposit Materials: Description of data to be held in escrow and deposit requirements
5. Escrow Agent Obligations: Duties and responsibilities of the escrow agent including compliance with applicable regulations
6. Release Conditions: Circumstances under which data will be released and release procedures
7. Security Requirements: Security measures for protecting escrowed data in compliance with relevant regulations
8. Term and Termination: Duration of the agreement and termination provisions
9. Fees: Payment terms for escrow services
1. Verification Procedures: Processes for verifying integrity of escrowed data, used when regular verification is required
2. Data Migration: Procedures for updating or migrating escrowed data, included when data format or storage may change over time
3. Dispute Resolution: Specific procedures for resolving disputes, included when standard court jurisdiction is not preferred
1. Schedule A - Deposit Materials: Detailed inventory of data being held in escrow
2. Schedule B - Security Protocols: Detailed security requirements and procedures
3. Schedule C - Fee Schedule: Detailed breakdown of fees and payment terms
4. Schedule D - Release Request Form: Template for requesting release of escrowed data
5. Schedule E - Verification Procedures: Detailed procedures for data verification if applicable
Authors
Beneficiary
Business Day
Confidential Information
Data
Deposit Materials
Deposit Schedule
Effective Date
Escrow Agent
Escrow Fee
Force Majeure Event
Intellectual Property Rights
Notice
Personal Data
Release Conditions
Release Notice
Release Request
Security Requirements
Services
Term
Update
Verification
Verification Tests
Acceptance of Deposit
Storage and Protection
Confidentiality
Release Conditions
Verification Procedures
Security Requirements
Data Protection
Access Rights
Intellectual Property
Fees and Payment
Term and Termination
Representations and Warranties
Limitation of Liability
Indemnification
Force Majeure
Notices
Assignment
Governing Law
Dispute Resolution
Data Breach Notification
Compliance with Laws
Amendment and Modification
Severability
Entire Agreement
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