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Data Escrow Agreement

Data Escrow Agreement Template for Indonesia

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Key Requirements PROMPT example:

Data Escrow Agreement

"I need a Data Escrow Agreement for our Indonesian software company that will be depositing source code with an international escrow agent starting March 2025, with specific provisions for quarterly code updates and cross-border data transfer compliance."

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Document background
The Data Escrow Agreement serves as a critical legal instrument in Indonesia's digital business landscape, designed to protect and manage valuable digital assets through a trusted third-party arrangement. This agreement becomes essential when organizations need to secure critical data, source code, or digital assets while ensuring business continuity and risk mitigation. Typically used in technology licensing, software development, and critical business operations, the Data Escrow Agreement provides a secure framework for depositing, verifying, and releasing data under specified conditions. The agreement must comply with Indonesian regulations, particularly the Electronic Information and Transactions Law and Personal Data Protection Law, while addressing data localization requirements. It's particularly relevant in scenarios involving software licensing, critical business data protection, and situations where secure third-party data management is crucial for business operations or regulatory compliance.
Suggested Sections

1. Parties: Identification of the Data Depositor, Escrow Agent, and Beneficiary

2. Background: Context of the agreement, purpose of the escrow arrangement, and relationship between parties

3. Definitions: Detailed definitions of technical terms, Escrow Materials, Deposit Materials, and other key concepts

4. Appointment of Escrow Agent: Terms of appointment and acceptance of the escrow agent's role

5. Deposit Procedures: Procedures and timeframes for depositing data, including format and verification requirements

6. Verification and Testing: Procedures for verifying and testing deposited materials

7. Release Conditions: Specific conditions under which the escrowed data will be released to the beneficiary

8. Security and Confidentiality: Security measures and confidentiality obligations for protecting the escrowed data

9. Fees and Expenses: Payment terms, fee structure, and allocation of costs

10. Representations and Warranties: Warranties regarding data ownership, rights, and compliance with laws

11. Limitation of Liability: Scope of escrow agent's liability and indemnification provisions

12. Term and Termination: Duration of agreement and circumstances for termination

13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution procedures

14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Data Protection Compliance: Specific section addressing compliance with Indonesian PDP Law - required if personal data is involved

2. Cross-border Transfers: Provisions for international data transfers - needed if any party or data storage is outside Indonesia

3. Disaster Recovery: Specific provisions for backup and recovery procedures - recommended for critical data

4. Update Procedures: Procedures for updating or replacing escrowed data - needed for dynamic data sets

5. Third-Party Rights: Rights of third parties in relation to the escrowed data - needed if third-party software or data is involved

6. Source Code Escrow: Specific provisions for source code deposit - required if software source code is part of escrow

7. Intellectual Property Rights: Detailed IP provisions - needed if proprietary technology or trade secrets are involved

Suggested Schedules

1. Schedule 1 - Deposit Materials: Detailed description of all materials to be held in escrow

2. Schedule 2 - Technical Specifications: Technical requirements for data format, storage, and verification

3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees and payment terms

4. Schedule 4 - Verification Procedures: Step-by-step procedures for verification testing

5. Schedule 5 - Security Requirements: Detailed security protocols and requirements

6. Appendix A - Contact Information: List of key contacts and authorized representatives for all parties

7. Appendix B - Release Request Form: Standard form for requesting release of escrowed materials

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Law
Authorized Representative
Beneficiary
Confidential Information
Data Center
Data Protection Laws
Deposit Materials
Deposit Schedule
Depositor
Disaster Recovery Center
Electronic System
Escrow Agent
Escrow Fee
Escrow Materials
Force Majeure Event
Intellectual Property Rights
Notice of Release
Personal Data
Release Conditions
Release Request
Security Requirements
Services
Source Code
Technical Documentation
Technical Specifications
Term
Testing Procedures
Trigger Event
Update
Verification Process
Working Day
Relevant Industries

Technology

Financial Services

Healthcare

E-commerce

Telecommunications

Manufacturing

Software Development

Cloud Services

Banking

Insurance

Government Services

Education

Relevant Teams

Legal

Information Technology

Compliance

Information Security

Risk Management

Software Development

Operations

Data Protection

Digital Assets

Vendor Management

Contract Administration

Relevant Roles

Chief Technology Officer

Chief Information Officer

Data Protection Officer

Legal Counsel

Compliance Manager

IT Security Manager

Risk Manager

Software Development Manager

Contract Manager

Information Security Officer

Technology Licensing Manager

Digital Assets Manager

Operations Director

Chief Legal Officer

Chief Compliance Officer

Industries
Law No. 11 of 2008 on Electronic Information and Transactions (ITE Law): This is the primary legislation governing electronic transactions and data in Indonesia. It provides the legal framework for electronic transactions, digital signatures, and data protection.
Government Regulation No. 71 of 2019 on Implementation of Electronic Systems and Transactions: Implements the ITE Law and provides detailed requirements for electronic system operators, including data center and disaster recovery center requirements.
Law No. 24 of 2009 on Personal Data Protection (PDP Law): Indonesia's comprehensive data protection law that regulates the collection, processing, and storage of personal data, including requirements for data handlers and processors.
Indonesian Civil Code (KUHPerdata): Provides the basic framework for contract law in Indonesia, including provisions on agreement formation, validity, and enforcement.
Minister of Communication and Information Technology Regulation No. 20 of 2016: Regulates the protection of personal data in electronic systems, including requirements for consent, data processing, and security measures.
Government Regulation No. 82 of 2012 on Electronic System and Transaction Operation: Contains specific provisions about data localization requirements and the obligation to place data centers and disaster recovery centers in Indonesia.
OJK Regulation No. 38/POJK.03/2016: Relevant if the data escrow involves financial institutions, as it provides requirements for IT risk management and data protection in the financial sector.
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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