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Source Code Escrow Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Source Code Escrow Agreement

"I need a Source Code Escrow Agreement for our healthcare management software being licensed to three UAE hospitals, with quarterly code deposits starting March 2025 and specific provisions for HIPAA-compliant verification procedures."

Document background
The Source Code Escrow Agreement is a critical legal instrument used when organizations depend on third-party software for their operations and need to ensure business continuity. This agreement, structured under UAE law and compliant with Federal Law No. 1 of 2006 (Electronic Commerce and Transactions Law) and related regulations, establishes a secure arrangement where source code and related materials are deposited with a trusted third party. The document is typically employed when a company licenses business-critical software and needs assurance of continued access to the source code if specified trigger events occur, such as the software provider's bankruptcy or breach of maintenance obligations. The agreement details deposit procedures, verification requirements, release conditions, and the rights and obligations of all parties involved, while ensuring compliance with UAE's intellectual property and commercial laws.
Suggested Sections

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

2. Background: Explains the context of the agreement, including the existence of a software license agreement and need for escrow

3. Definitions: Defines key terms used throughout the agreement, including Technical Information, Deposit Materials, Release Events, etc.

4. Deposit Obligations: Details the depositor's obligations regarding initial and ongoing deposits of source code and materials

5. Verification: Procedures for verifying the completeness and accuracy of deposited materials

6. Escrow Agent's Duties: Outlines the responsibilities and obligations of the escrow agent

7. Release Conditions: Specifies the events that trigger the release of escrow materials to the beneficiary

8. Release Procedures: Details the process for requesting and executing a release of materials

9. Confidentiality: Confidentiality obligations of all parties regarding the escrowed materials

10. Fees and Payments: Structure of fees, payment responsibilities, and payment terms

11. Term and Termination: Duration of the agreement and circumstances for termination

12. Warranties and Indemnities: Warranties provided by each party and related indemnification provisions

13. General Provisions: Standard legal provisions including governing law, notices, assignment, etc.

Optional Sections

1. Intellectual Property Rights: Detailed section on IP rights and licenses, used when complex IP arrangements exist

2. Dispute Resolution: Specific dispute resolution procedures, used when parties want detailed arbitration or mediation processes

3. Insurance Requirements: Details of required insurance coverage, used when significant liability risks exist

4. Multiple Beneficiaries: Provisions for managing multiple beneficiaries, used in complex licensing arrangements

5. Testing Procedures: Detailed procedures for testing deposited materials, used for complex software

6. Third-Party Materials: Provisions regarding third-party components, used when software includes significant third-party elements

7. Update Requirements: Specific requirements for updating deposited materials, used for rapidly evolving software

Suggested Schedules

1. Schedule 1 - Deposit Materials: Detailed list of all materials to be deposited, including source code, documentation, and build instructions

2. Schedule 2 - Technical Verification Tests: Specific tests and procedures for verifying deposited materials

3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees and payment terms

4. Schedule 4 - Release Request Form: Standard form for requesting release of materials

5. Schedule 5 - Deposit Form: Standard form for making deposits

6. Appendix A - Software Description: Detailed description of the software covered by the agreement

7. Appendix B - Build Instructions: Step-by-step instructions for building the software from source code

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Information Technology

Financial Services

Healthcare

E-commerce

Telecommunications

Manufacturing

Government and Public Sector

Defense and Security

Education

Professional Services

Banking

Insurance

Automotive

Aerospace

Relevant Teams

Legal

Information Technology

Software Development

Procurement

Risk Management

Compliance

Information Security

Vendor Management

Contract Administration

Corporate Strategy

Technology Operations

Relevant Roles

Chief Technology Officer

Chief Information Officer

Legal Counsel

Software Development Manager

IT Director

Procurement Manager

Risk Management Officer

Compliance Officer

Contract Manager

Information Security Officer

Software Engineer

Systems Architect

Technology Procurement Specialist

Intellectual Property Lawyer

Software License Manager

Chief Legal Officer

IT Security Manager

Technology Risk Manager

Industries








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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