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Technology Escrow Agreement
"I need a Technology Escrow Agreement to protect our enterprise software source code, where we are the depositor and have multiple corporate beneficiaries across Europe, with quarterly deposit updates starting from March 2025."
1. Parties: Details of depositor, beneficiary, and escrow agent
2. Background: Context of the agreement and relationship between parties
3. Definitions: Key terms used throughout the agreement including Deposit Materials, Release Events, and Verification Tests
4. Deposit Obligations: Requirements for depositing materials, updating procedures, and maintenance obligations
5. Verification Procedures: Process for verifying deposited materials, testing procedures, and acceptance criteria
6. Release Conditions: Circumstances under which materials can be released and the release procedure
7. Confidentiality: Obligations regarding confidential information and protection of trade secrets
8. Fees and Payment: Payment terms, fee structure, and payment schedules
9. Term and Termination: Duration of agreement, termination rights, and consequences of termination
1. International Transfer: Provisions for cross-border transfers of materials and compliance with international regulations
2. Alternative Dispute Resolution: Procedures for mediation or arbitration as alternatives to court proceedings
3. Step-in Rights: Rights of beneficiary to maintain software and conditions for direct access
1. Schedule 1 - Deposit Materials: Detailed list and specifications of materials to be deposited
2. Schedule 2 - Verification Tests: Specific tests and procedures for verifying deposited materials
3. Schedule 3 - Release Events: Detailed description of release trigger events and conditions
4. Schedule 4 - Fees: Detailed fee structure, payment terms and schedules
5. Appendix A - Technical Requirements: Technical specifications and requirements for deposits
6. Appendix B - Contact Details: Key contacts and authorized representatives for all parties
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