Software Escrow Agreement Template for Indonesia

The Software Escrow Agreement is essential in software licensing relationships where the licensee (beneficiary) relies critically on the licensed software for their operations. This document, governed by Indonesian law, provides security for the beneficiary while protecting the software owner's intellectual property. It is particularly vital when the software is custom-developed, business-critical, or when the licensee needs assurance of continued access to source code in specific scenarios such as the licensor's bankruptcy or breach of maintenance obligations. The agreement details deposit requirements, verification procedures, release conditions, and the escrow agent's responsibilities, all within the framework of Indonesian regulations including the ITE Law (Law No. 11 of 2008) and Copyright Law (Law No. 28 of 2014). Typically used alongside software license agreements, it serves as a risk mitigation tool for both parties.

1. Parties: Identifies the three main parties: the software owner/depositor, the beneficiary, and the escrow agent

2. Background: Explains the context of the agreement, including the existence of the software license agreement between owner and beneficiary

3. Definitions: Defines key terms used throughout the agreement, including 'Deposit Materials', 'Release Conditions', and 'Verification Testing'

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

5. Deposit Requirements: Details what materials must be deposited, including source code, documentation, and build instructions

6. Deposit Procedures: Specifies how and when deposits should be made, including initial deposit and updates

7. Verification of Deposit Materials: Outlines the process for verifying the completeness and accuracy of deposited materials

8. Release Conditions: Defines the circumstances under which the escrow materials will be released to the beneficiary

9. Release Procedures: Details the process for requesting and executing a release of the deposit materials

10. Rights and Obligations: Specifies the ongoing rights and obligations of each party

11. Fees and Expenses: Details the escrow service fees and responsibility for payment

12. Confidentiality: Establishes confidentiality obligations for all parties regarding the deposit materials

13. Term and Termination: Specifies the duration of the agreement and conditions for termination

14. Liability and Indemnification: Sets out liability limitations and indemnification obligations

15. General Provisions: Contains standard boilerplate clauses including governing law, notices, and amendment procedures