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Source Code Escrow Agreement
"I need a Source Code Escrow Agreement for our financial software licensed to a Hong Kong bank, with basic verification requirements and standard release conditions including insolvency and material breach, to be effective from March 2025."
1. Parties: Identifies the depositor (software owner), beneficiary (licensee), and escrow agent
2. Background: Explains the context of the software license relationship and need for escrow arrangement
3. Definitions: Defines key terms including Deposit Materials, Release Events, Verification Tests
4. Deposit Obligations: Details what materials must be deposited and deposit procedures
5. Verification and Testing: Procedures for verifying completeness and usability of deposited materials
6. Escrow Agent's Duties: Responsibilities of the escrow agent including storage and security measures
7. Release Conditions: Specific events triggering release of source code to beneficiary
8. Release Procedures: Process for requesting and executing release of materials
9. Confidentiality: Obligations regarding confidentiality of deposit materials
10. Fees and Expenses: Payment terms for escrow services and cost allocation
11. Term and Termination: Duration of agreement and termination provisions
12. General Provisions: Standard clauses including governing law, notices, amendments
1. Multi-Party Provisions: Additional terms for agreements with multiple beneficiaries
2. Dispute Resolution: Specific procedures for resolving disputes, including arbitration provisions
3. Insurance Requirements: Specific insurance obligations for parties, particularly the escrow agent
4. Update Procedures: Detailed procedures for updating deposit materials for new versions
5. Step-In Rights: Provisions allowing beneficiary to maintain/modify source code after release
6. Verification Testing Standards: Detailed technical standards for verification testing
1. Schedule 1 - Deposit Materials: Detailed list of all materials to be deposited including source code, documentation, and build instructions
2. Schedule 2 - Fees Schedule: Detailed breakdown of all fees and payment terms
3. Schedule 3 - Technical Verification Procedures: Step-by-step procedures for verification testing
4. Schedule 4 - Release Request Form: Standard form for requesting release of materials
5. Schedule 5 - Contact Details: Contact information for key personnel from all parties
6. Appendix A - Acceptance Form: Form confirming receipt and acceptance of deposit materials
7. Appendix B - Update Log: Template for recording updates to deposited materials
Authors
Acceptance Notice
Beneficiary
Business Day
Confidential Information
Deposit Materials
Deposit Fee
Depositor
Documentation
Effective Date
Escrow Agent
Intellectual Property Rights
License Agreement
Maintenance Fee
Object Code
Permitted Purpose
Release Events
Release Notice
Release Fee
Software
Source Code
Source Code Materials
Storage Fee
Technical Information
Term
Testing Period
Update
Verification Test
Verification Materials
Verification Fee
Build Instructions
Compile Instructions
Development Tools
Runtime Environment
Third Party Components
Trigger Event Notice
Material Breach
Insolvency Event
Maintenance Services
Security Requirements
Designated Contact
Escrow Copy
Intellectual Property License
Release Request
Replacement Deposit
Storage Location
Support Services
Technical Specifications
Test Results
Deposit Obligations
Verification
Storage and Security
Release Conditions
Release Procedures
Confidentiality
Intellectual Property
Fees and Payment
Warranties and Representations
Liability and Indemnification
Force Majeure
Term and Termination
Assignment and Succession
Notices
Governing Law
Dispute Resolution
Amendment
Entire Agreement
Severability
Third Party Rights
Anti-Bribery and Corruption
Data Protection
Counterparts
Further Assurance
Costs
No Partnership or Agency
Waiver
Insurance
Boilerplate
Information Technology
Software Development
Financial Services
Healthcare Technology
E-commerce
Manufacturing Technology
Telecommunications
Gaming and Entertainment
Enterprise Software
Critical Infrastructure
Legal
Information Technology
Procurement
Software Development
Risk Management
Compliance
Information Security
Vendor Management
Intellectual Property
Business Continuity
Chief Technology Officer
Head of Legal
Software Licensing Manager
IP Rights Manager
Procurement Manager
IT Director
Chief Information Officer
Software Development Manager
Legal Counsel
Contract Manager
Risk Manager
Business Continuity Manager
Chief Information Security Officer
Technology Procurement Specialist
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