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Technology Escrow Agreement
"I need a Technology Escrow Agreement to protect our company's interests as a beneficiary when licensing critical payment processing software from a startup, with quarterly verification requirements and specific release conditions if the vendor becomes insolvent or discontinues support."
1. Parties: Identifies the three main parties: Depositor (technology owner), Beneficiary (licensee/user), and Escrow Agent
2. Background: Explains the purpose of the escrow arrangement and relationship between parties
3. Definitions: Defines key terms including Deposit Materials, Release Events, Verification
4. Deposit Obligations: Details what materials must be deposited and maintenance requirements
5. Release Conditions: Specifies circumstances triggering release of escrowed materials
6. Escrow Agent Duties: Outlines responsibilities for secure storage and handling
7. Confidentiality: Confidentiality obligations for all parties
8. Term and Termination: Duration and termination provisions
9. Fees: Payment terms for escrow services
1. Verification Procedures: Detailed procedures for verifying deposited materials - used when parties require regular verification of deposit completeness
2. Step-in Rights: Rights of beneficiary to maintain/develop technology post-release - used when beneficiary needs explicit development rights
3. Insurance Requirements: Specific insurance obligations - used when handling particularly valuable materials
4. Multi-party Provisions: Handling multiple beneficiaries - used when multiple parties have rights to the escrowed materials
1. Deposit Materials Schedule: Detailed list of all materials to be deposited
2. Fee Schedule: Detailed breakdown of all fees and payment terms
3. Verification Testing Procedures: Technical procedures for verification testing
4. Release Request Form: Standard form for requesting release of materials
5. Contact Details Schedule: Key contacts for all parties and escalation procedures
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