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1. Parties: Identifies the three main parties: software owner (depositor), beneficiary (licensee), and escrow agent
2. Background: Sets out the context of the agreement, including reference to the underlying software license agreement and purpose of the escrow arrangement
3. Definitions: Defines key terms used throughout the agreement, including 'Deposit Materials', 'Release Events', 'Verification', etc.
4. Appointment of Escrow Agent: Establishes the formal appointment of the escrow agent and their acceptance of the role
5. Deposit Obligations: Details the depositor's obligations regarding initial and ongoing deposits of source code and materials
6. Verification Procedures: Specifies procedures for verifying the completeness and accuracy of deposited materials
7. Escrow Agent's Duties: Outlines the responsibilities and standard of care required from the escrow agent
8. Release Conditions: Specifies the events or conditions that trigger the release of materials to the beneficiary
9. Release Procedures: Details the process for requesting and executing a release of materials
10. Confidentiality: Establishes confidentiality obligations for all parties regarding the escrowed materials
11. Fees and Expenses: Sets out the fee structure and payment obligations for the escrow services
12. Term and Termination: Specifies the duration of the agreement and circumstances for termination
13. Liability and Indemnification: Addresses limitation of liability and indemnification obligations
14. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Intellectual Property Rights: Additional section specifically addressing IP rights and licenses, particularly relevant when multiple beneficiaries are involved
2. Dispute Resolution: Detailed dispute resolution procedures, recommended when parties are in different jurisdictions
3. Insurance Requirements: Specific insurance obligations, particularly relevant for high-value software
4. Security Measures: Detailed security protocols for storing materials, important for highly sensitive software
5. Update Procedures: Specific procedures for handling software updates and versions, relevant for rapidly evolving software
6. Third Party Materials: Provisions dealing with third-party components in the software, needed when software incorporates external libraries or tools
7. Bankruptcy Provisions: Enhanced provisions dealing with bankruptcy scenarios, particularly important for financial sector clients
1. Schedule 1 - Deposit Materials Description: Detailed list of all materials to be deposited, including source code, documentation, and build instructions
2. Schedule 2 - Technical Verification Tests: Specific tests and procedures for verifying the completeness and functionality of deposited materials
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees and payment terms
4. Schedule 4 - Contact Information: Contact details and authorized representatives for all parties
5. Schedule 5 - Release Request Form: Template form for requesting release of materials
6. Schedule 6 - Deposit Form: Template form for documenting new deposits or updates
7. Appendix A - Technical Requirements: Technical specifications for deposit format, media, and storage requirements
8. Appendix B - Service Level Agreement: Detailed service levels and response times for the escrow agent
Beneficiary
Build Instructions
Business Day
Confidential Information
Deposit
Deposit Materials
Deposit Schedule
Depositor
Documentation
Effective Date
Escrow Agent
Escrow Fee
Force Majeure Event
Initial Deposit
Intellectual Property Rights
License Agreement
Material Update
Notice
Object Code
Permitted Purpose
Release Event
Release Notice
Release Request
Representatives
Software
Source Code
Source Code Materials
Support Documentation
Technical Verification
Term
Testing Materials
Third Party Components
Third Party Materials
Update
Verification Period
Verification Report
Verification Testing
Appointment
Deposit Obligations
Verification
Confidentiality
Release Conditions
Release Process
Fees and Payment
Warranties and Representations
Intellectual Property
Data Protection
Liability and Indemnification
Force Majeure
Term and Termination
Assignment
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Third Party Rights
Variation
Counterparts
Security Measures
Storage Requirements
Access Rights
Update Requirements
Audit Rights
Insurance
Escrow Agent Duties
Agency
No Partnership
Costs
Further Assurance
Technology
Financial Services
Healthcare
E-commerce
Manufacturing
Telecommunications
Government
Banking
Insurance
Education
Professional Services
Gaming and Entertainment
Legal
Information Technology
Procurement
Risk Management
Compliance
Information Security
Software Development
Vendor Management
Business Operations
Enterprise Architecture
Chief Technology Officer
Chief Information Officer
Legal Counsel
Software Development Manager
IT Director
Risk Manager
Procurement Manager
Contracts Manager
Information Security Officer
Software Architect
Compliance Officer
Business Continuity Manager
Vendor Management Director
IP Lawyer
Technology Procurement Specialist
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