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Third Party Escrow Agreement
"I need a Third Party Escrow Agreement to protect our company's source code as we license our software to a major client, with specific verification procedures and release conditions if we become insolvent or cease business operations, to be effective from March 2025."
1. Parties: Identifies the depositor, beneficiary, and escrow agent
2. Background: Explains the context and purpose of the escrow arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Appointment of Escrow Agent: Formal appointment and acceptance of the escrow agent's role
5. Deposit of Escrow Materials: Details what is being held in escrow and delivery requirements
6. Release Conditions: Specifies conditions under which the escrow materials will be released
7. Duties of Escrow Agent: Outlines responsibilities and obligations of the escrow agent
8. Fees and Expenses: Details the compensation structure for the escrow agent
9. Term and Termination: Duration of the agreement and termination provisions
1. Verification Procedures: Procedures for verifying escrow materials - used for technical or software escrow arrangements
2. Intellectual Property Rights: Protection of IP rights in escrow materials - used when escrow involves intellectual property
3. Dispute Resolution: Specific procedures for resolving disputes - used when parties want to specify alternative dispute resolution methods
1. Schedule A - Escrow Materials: Detailed list of materials being held in escrow
2. Schedule B - Fee Schedule: Detailed breakdown of escrow agent fees and payment terms
3. Schedule C - Release Request Form: Standard form for requesting release of escrow materials
4. Schedule D - Verification Procedures: Technical procedures for verifying escrow materials
5. Schedule E - Contact Information: List of authorized representatives and contact details
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