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A Technology Escrow Agreement is essential in modern technology transactions where business-critical software or technology is licensed or provided by one party to another. This agreement becomes particularly relevant in the Australian business context where companies increasingly rely on third-party technology for their core operations. The document establishes a secure legal framework for depositing source code, documentation, and other critical materials with an independent escrow agent, who holds these materials until specific release conditions occur. The agreement addresses key considerations under Australian law, including intellectual property protection, data privacy, and electronic transactions regulations. It is commonly used when a technology user needs assurance of continued access to and use of critical technology in specific circumstances, such as the technology provider's insolvency or breach of maintenance obligations. The agreement includes detailed provisions for material updates, verification procedures, and release mechanisms, all structured to comply with Australian legal requirements and business practices.

1. Parties: Identifies and defines the three main parties: the Depositor (technology owner), the Beneficiary (licensee/user), and the Escrow Agent

2. Background: Explains the context of the agreement, including the existence of a license agreement between Depositor and Beneficiary, and the need for escrow protection

3. Definitions: Defines key terms including Deposit Materials, Release Events, Verification, Update, and other technical and legal terms used in the agreement

4. Appointment of Escrow Agent: Formally establishes the escrow agent's role and their acceptance of the appointment

5. Deposit Obligations: Details the Depositor's obligations regarding initial and ongoing deposits, including timing and format requirements

6. Verification Procedures: Specifies the processes for verifying the completeness and accuracy of deposited materials

7. Release Conditions: Clearly defines the events that trigger a release of the escrow materials to the Beneficiary

8. Release Procedures: Details the step-by-step process for releasing materials when a release condition occurs

9. Escrow Agent's Duties: Outlines the responsibilities and standard of care required from the Escrow Agent

10. Fees and Payments: Specifies all fees, payment terms, and which party is responsible for different costs

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

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

13. Liability and Indemnification: Sets out liability limitations and indemnification obligations of all parties

14. General Provisions: Includes standard boilerplate clauses such as notices, governing law, and dispute resolution