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Code Escrow Agreement

Code Escrow Agreement Template for India

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Key Requirements PROMPT example:

Code Escrow Agreement

"I need a Code Escrow Agreement for our enterprise resource planning software that we're licensing from an Indian software vendor, with quarterly source code deposits starting March 2025, and basic release conditions covering vendor bankruptcy and business discontinuation."

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Document background
A Code Escrow Agreement is essential in software licensing relationships where a licensee relies significantly on licensed software for their business operations. This agreement, governed by Indian law, provides a safeguard mechanism by requiring the software owner to deposit their source code and related materials with a neutral third-party escrow agent. The agreement becomes crucial when the licensee needs assurance of continued access to and use of the software in specific trigger events, such as the software owner's bankruptcy, discontinuation of support, or breach of maintenance obligations. The document includes detailed provisions for deposit procedures, verification requirements, release conditions, and confidentiality obligations, all structured within the framework of Indian IT and contract laws. It's particularly vital for critical business applications and custom-developed software where the licensee's operations could be severely impacted by the software owner's inability to maintain or support the software.
Suggested Sections

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

2. Background: Explains the context of the agreement, including reference to the main software license agreement and the need for escrow protection

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

4. Appointment of Escrow Agent: Formal appointment of the escrow agent and acceptance of the role

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

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

7. Release Conditions: Specific events or conditions that trigger the release of escrowed materials

8. Release Procedures: Step-by-step process for releasing materials when conditions are met

9. Confidentiality: Obligations regarding the protection of confidential information

10. Fees and Expenses: Payment terms for escrow services and allocation of costs

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

12. Warranties and Indemnities: Representations and warranties by all parties and related indemnifications

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

Optional Sections

1. Multiple Beneficiaries: Additional provisions for cases with multiple licensees as beneficiaries

2. International Provisions: Specific clauses for cross-border escrow arrangements

3. Source Code Updates: Detailed procedures for regular updates to deposited materials

4. Alternative Dispute Resolution: Specific procedures for resolving disputes through mediation or arbitration

5. Insurance Requirements: Specific insurance obligations for the escrow agent

6. Step-in Rights: Provisions allowing beneficiary to temporarily maintain or develop the software

7. Security Measures: Additional security requirements for storing and handling materials

Suggested Schedules

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

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

3. Schedule 3 - Release Events: Comprehensive list of trigger events for material release

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

5. Schedule 5 - Contact Information: Key contacts and notification procedures for all parties

6. Schedule 6 - Deposit Update Requirements: Specifications for timing and content of regular updates

7. Appendix A - Form of Release Request: Template for requesting release of escrowed materials

8. Appendix B - Verification Report Template: Standard format for reporting results of verification testing

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
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Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

E-commerce

Manufacturing

Telecommunications

Government and Public Sector

Banking

Insurance

Defense

Automotive

Retail

Relevant Teams

Legal

Information Technology

Software Development

Procurement

Risk Management

Compliance

Information Security

Commercial Operations

Vendor Management

Intellectual Property

Relevant Roles

Chief Technology Officer

Legal Counsel

Software Development Manager

IT Director

Procurement Manager

Contract Manager

Risk Management Officer

Intellectual Property Lawyer

Software Licensing Manager

Chief Information Officer

VP of Engineering

Information Security Officer

Commercial Director

Technology Compliance 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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