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.
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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
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