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Source Code Escrow Agreement

Source Code Escrow Agreement Template for Australia

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Key Requirements PROMPT example:

Source Code Escrow Agreement

"I need a Source Code Escrow Agreement for my financial software company based in Sydney, with multiple beneficiaries and quarterly verification testing requirements, to be implemented by March 2025."

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Document background
A Source Code Escrow Agreement is essential in software licensing arrangements where the licensee relies heavily on the licensed software for critical business operations. This agreement, structured under Australian law, provides a security mechanism where a trusted third party holds the software's source code and related materials, protecting both the developer's intellectual property and the licensee's business interests. It becomes particularly crucial in scenarios involving mission-critical software, substantial software investments, or when the licensee requires assurance of continued access to and use of the software in specified circumstances (such as the developer's insolvency or breach of maintenance obligations). The agreement typically includes detailed provisions for deposit updates, verification testing, release triggers, and confidentiality protections, all aligned with Australian legal requirements and business practices.
Suggested Sections

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

2. Background: Explains the context of the agreement, including reference to the main software license agreement

3. Definitions: Defines key terms used throughout the agreement, including 'Deposit Materials', 'Release Events', and 'Verification Tests'

4. Deposit Obligations: Details what materials must be deposited, format requirements, and update obligations

5. Verification and Testing: Outlines procedures for verifying completeness and usability of deposited materials

6. Escrow Agent Obligations: Specifies the duties of the escrow agent in maintaining and protecting the deposited materials

7. Release Conditions: Defines the events that trigger release of the source code to the beneficiary

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

9. Confidentiality: Establishes confidentiality obligations for all parties regarding the escrowed materials

10. Fees and Expenses: Specifies escrow fees, payment terms, and responsibility for costs

11. Warranties and Indemnities: Sets out warranties regarding deposited materials and related indemnifications

12. Term and Termination: Specifies duration of the agreement and termination rights

13. General Provisions: Standard boilerplate clauses including governing law, notices, and dispute resolution

Optional Sections

1. Multiple Beneficiary Provisions: Required when multiple licensees are beneficiaries under the same escrow arrangement

2. International Provisions: Required when parties are in different jurisdictions, addressing cross-border issues

3. Compliance Requirements: Required when specific regulatory or industry compliance standards must be met

4. Technical Verification Procedures: Required when specific technical testing or verification procedures are necessary

5. Source Code Modification Rights: Required when beneficiary needs rights to modify the source code post-release

6. Disaster Recovery: Required when specific backup and recovery procedures need to be detailed

7. Step-In Rights: Required when beneficiary needs rights to take over development under specific circumstances

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 - Verification Test Procedures: Specific procedures and criteria for testing deposited materials

3. Schedule 3 - Release Events: Detailed description of events triggering release of materials

4. Schedule 4 - Fees Schedule: Detailed breakdown of all fees and payment terms

5. Schedule 5 - Technical Requirements: Technical specifications for deposit format and media

6. Appendix A - Form of Release Request: Template for beneficiary to request release of materials

7. Appendix B - Verification Report Template: Standard format for reporting results of verification tests

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions





























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Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

Government and Public Sector

Telecommunications

Manufacturing

Energy and Utilities

Defense and Security

E-commerce

Education

Professional Services

Relevant Teams

Legal

Information Technology

Software Development

Procurement

Risk Management

Information Security

Operations

Vendor Management

Compliance

Business Development

Relevant Roles

Chief Technology Officer

Chief Information Officer

Legal Counsel

Software Development Manager

IT Director

Procurement Manager

Contract Manager

Information Security Officer

Risk Manager

Software Architect

Business Development Manager

Intellectual Property Lawyer

Technology Licensing Manager

Operations Director

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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