Software Escrow Clauses

clauses

The requirement to place source code into escrow provides an arrangement where source code deposited with a trusted software escrow vendor may be released to the beneficiary in the unlikely event that the developer is unable to support the software in the future.

One of the most searched terms in Google relating to software escrow is “software escrow clause example”. This question should be divided into four key areas listed below.

SaaS Escrow

Automated SaaS escrow solutions

Code Escrow

Traditional source code escrow agreements

Legal Jurisdiction

What legal jurisdiction is best for your agreement

Free Agreements

Download free template software escrow agreements

Escrow London provides template agreements for free download under UK, US, EU, Australian and Canadian jurisdiction.

Sample clauses to use within a software license agreement.

Option 1

Within 30 Days of signing the Software License Agreement, the Supplier shall enter into a Software Escrow Agreement with in relation to the depositing of the source code, databases and relevant documentation for the software.

Option 2

Within 30 days of the date of this agreement, the supplier will lodge with a reputable software escrow agent a copy of all source code, databases, passwords and any other documentation relating to the software which are required to further maintain and operate the application. The terms of the software escrow agreement will be approved by the customer within reason.

Option 3

Within 30 Days of signing the Software License Agreement, the supplier will enter into a Software Escrow Agreement with a reputable software escrow vendor in relation to the depositing of the source code, databases and related documentation for the application.

GET A FREE QUOTE FOR SOFTWARE ESCROW

Software Escrow Release Clauses

What is the process to release the source code and other deposit materials?

A good software escrow agreement will have a clearly defined process in order for the Beneficiary to make a request for the release of the deposited materials. The Escrow London agreement includes the following clauses relating to this;

5. RELEASE OF DEPOSIT MATERIALS

What happens in the event of a dispute?

All Escrow London agreements include a Dispute Resolution clause. The purpose of this clause is to provide the opportunity for the developer to dispute any of the alleged Events of Default. If the dispute is unable to be resolved, Escrow London will appoint an independent arbitrator in London, UK, Atlanta, USA, Toronto, Canada, EU or Sydney, Australia. The sole purpose of the arbitrator will be to decide whether or not an Event of Default has occurred at the time the release application was delivered.

6. DISPUTE RESOLUTION