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Source Code Escrow Agreement

Source Code Escrow Agreement Template for Indonesia

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Key Requirements PROMPT example:

Source Code Escrow Agreement

"I need a Source Code Escrow Agreement for our enterprise software license with PT Teknologi Solutions, where we're the beneficiary requiring quarterly code deposits and specific release conditions for business cessation or bankruptcy, compliant with Indonesian law."

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Document background
A Source Code Escrow Agreement is essential when a business relies heavily on licensed software for its operations and needs to ensure continued access to source code in specific circumstances. This agreement, governed by Indonesian law, creates a secure arrangement where the software owner deposits source code and related materials with a neutral third party (escrow agent), protecting both the owner's intellectual property rights and the licensee's business continuity interests. It's particularly relevant when the software is mission-critical, custom-developed, or when the licensee has made significant investment in the software. The agreement includes specific provisions for deposit timing, verification procedures, and release conditions, all structured to comply with Indonesian regulations including the Civil Code (KUHPerdata) and Electronic Information and Transactions Law.
Suggested Sections

1. Parties: Identifies and defines the three main parties: Software Owner/Depositor, Beneficiary, and Escrow Agent

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

3. Definitions: Defines key terms including Deposit Materials, Release Events, Verification Tests, etc.

4. Deposit Obligations: Details the depositor's obligations regarding initial and ongoing deposits of source code and related materials

5. Verification Procedures: Specifies procedures for verifying completeness and accuracy of deposited materials

6. Escrow Agent's Duties: Outlines the responsibilities of the escrow agent in maintaining and protecting the deposit materials

7. Release Conditions: Specifies the events or conditions that trigger the release of source code to the beneficiary

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

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

10. Fees and Payments: Specifies escrow service fees and payment responsibilities

11. Term and Termination: Defines the duration of the agreement and conditions for termination

12. General Provisions: Standard legal provisions including governing law, dispute resolution, and notices

Optional Sections

1. Multiple Beneficiaries: Required when there are multiple beneficiaries with rights to the source code

2. Intellectual Property Protection: Additional provisions for protecting IP rights in jurisdictions with specific requirements

3. Insurance Requirements: Specifies insurance obligations for the escrow agent when handling high-value source code

4. Security Measures: Details additional security requirements for storing and handling the deposit materials

5. Third-Party Materials: Addresses handling of third-party components within the source code

6. Disaster Recovery: Specifies procedures for backup and recovery of deposit materials

7. International Transfer Provisions: Required when parties are in different countries or materials cross borders

Suggested Schedules

1. Schedule A - Deposit Materials: Detailed list of all materials to be deposited, including source code, documentation, and build instructions

2. Schedule B - Verification Test Procedures: Step-by-step procedures for verifying the completeness and functionality of deposit materials

3. Schedule C - Release Events: Comprehensive list of events that trigger release of the deposit materials

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

5. Schedule E - Contact Information: List of authorized contacts and notice addresses for all parties

6. Appendix 1 - Technical Specifications: Technical requirements for deposit format, media, and delivery methods

7. Appendix 2 - Verification Certificate: Template for documenting successful verification of deposit 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
Build Instructions
Confidential Information
Deposit Materials
Deposit Schedule
Depositor
Documentation
Effective Date
Escrow Agent
Escrow Fees
Initial Deposit
Intellectual Property Rights
License Agreement
Maintenance Updates
Material Update
Object Code
Release Events
Release Notice
Release Request
Software
Source Code
Source Code Materials
Specifications
Technical Information
Term
Third-Party Materials
Updates
Verification Testing
Verification Certificate
Work Product
Relevant Industries

Information Technology

Financial Services

Healthcare

Manufacturing

Telecommunications

Government

Defense

E-commerce

Enterprise Software

Critical Infrastructure

Relevant Teams

Legal

Information Technology

Software Development

Information Security

Risk Management

Procurement

Compliance

Technical Operations

Vendor Management

Intellectual Property

Relevant Roles

Chief Technology Officer

Chief Information Officer

Software Development Manager

Legal Counsel

IP Attorney

Contract Manager

IT Procurement Manager

Information Security Officer

Software Architect

Technical Operations Director

Risk Management Officer

Compliance Officer

Industries
Law No. 28 of 2014 on Copyright: Provides protection for software and source code as copyrightable works, essential for establishing ownership rights in the escrow agreement
Indonesian Civil Code (KUHPerdata): Governs contract formation, validity, and enforcement, providing the legal framework for the escrow agreement
Law No. 11 of 2008 on Electronic Information and Transactions (ITE Law): Regulates electronic transactions and recognizes digital signatures, relevant for electronic storage and transfer of source code
Law No. 37 of 2004 on Bankruptcy and Suspension of Debt Payment Obligations: Relevant for provisions regarding release conditions in case of bankruptcy or insolvency of the software provider
Government Regulation No. 71 of 2019 on Electronic Systems and Transactions: Provides framework for electronic system operations and data management, applicable to source code storage and transfer
Law No. 24 of 2019 on Creative Economy: Provides additional protection for digital creative works including software development
Minister of Communication and Informatics Regulation No. 20 of 2016 on Personal Data Protection: Ensures protection of any personal data that might be embedded in source code or related documentation
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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