The Source Code Escrow Agreement is essential in software licensing relationships where the licensee relies significantly on the licensed software for their operations. This document, structured under Hong Kong law, provides a safety net for licensees while protecting the software owner's intellectual property. It's typically used when a company licenses business-critical software and needs assurance of continued access to source code if specific trigger events occur, such as the software owner's insolvency or breach of maintenance obligations. The agreement details the deposit materials, verification procedures, release conditions, and the escrow agent's duties. It's particularly relevant in Hong Kong's dynamic technology and financial sectors, where business continuity and IP protection are paramount concerns.
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1. Parties: Identifies the depositor (software owner), beneficiary (licensee), and escrow agent
2. Background: Explains the context of the software license relationship and need for escrow arrangement
3. Definitions: Defines key terms including Deposit Materials, Release Events, Verification Tests
4. Deposit Obligations: Details what materials must be deposited and deposit procedures
5. Verification and Testing: Procedures for verifying completeness and usability of deposited materials
6. Escrow Agent's Duties: Responsibilities of the escrow agent including storage and security measures
7. Release Conditions: Specific events triggering release of source code to beneficiary
8. Release Procedures: Process for requesting and executing release of materials
9. Confidentiality: Obligations regarding confidentiality of deposit materials
10. Fees and Expenses: Payment terms for escrow services and cost allocation
11. Term and Termination: Duration of agreement and termination provisions
12. General Provisions: Standard clauses including governing law, notices, amendments
1. Multi-Party Provisions: Additional terms for agreements with multiple beneficiaries
2. Dispute Resolution: Specific procedures for resolving disputes, including arbitration provisions
3. Insurance Requirements: Specific insurance obligations for parties, particularly the escrow agent
4. Update Procedures: Detailed procedures for updating deposit materials for new versions
5. Step-In Rights: Provisions allowing beneficiary to maintain/modify source code after release
6. Verification Testing Standards: Detailed technical standards for verification testing
1. Schedule 1 - Deposit Materials: Detailed list of all materials to be deposited including source code, documentation, and build instructions
2. Schedule 2 - Fees Schedule: Detailed breakdown of all fees and payment terms
3. Schedule 3 - Technical Verification Procedures: Step-by-step procedures for verification testing
4. Schedule 4 - Release Request Form: Standard form for requesting release of materials
5. Schedule 5 - Contact Details: Contact information for key personnel from all parties
6. Appendix A - Acceptance Form: Form confirming receipt and acceptance of deposit materials
7. Appendix B - Update Log: Template for recording updates to deposited materials
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