Legal Templates
Technology Escrow Agreement

Technology Escrow Agreement Template for Singapore

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Key Requirements PROMPT example:

Technology Escrow Agreement

"I need a Technology Escrow Agreement to protect our company's interests as a beneficiary when licensing critical payment processing software from a startup, with quarterly verification requirements and specific release conditions if the vendor becomes insolvent or discontinues support."

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What is a Technology Escrow Agreement?

A Technology Escrow Agreement is essential when businesses rely on mission-critical software or technology owned by third parties. This agreement, structured under Singapore law, provides a secure mechanism for depositing source code and related materials with a neutral third party. It protects both the technology owner's intellectual property rights and the user's business continuity needs by ensuring access to essential materials under specific conditions. The agreement addresses key aspects including deposit verification, release triggers, and maintenance requirements, while adhering to Singapore's regulatory framework for technology transactions and data protection.

What sections should be included in a Technology Escrow Agreement?

1. Parties: Identifies the three main parties: Depositor (technology owner), Beneficiary (licensee/user), and Escrow Agent

2. Background: Explains the purpose of the escrow arrangement and relationship between parties

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

4. Deposit Obligations: Details what materials must be deposited and maintenance requirements

5. Release Conditions: Specifies circumstances triggering release of escrowed materials

6. Escrow Agent Duties: Outlines responsibilities for secure storage and handling

7. Confidentiality: Confidentiality obligations for all parties

8. Term and Termination: Duration and termination provisions

9. Fees: Payment terms for escrow services

What sections are optional to include in a Technology Escrow Agreement?

1. Verification Procedures: Detailed procedures for verifying deposited materials - used when parties require regular verification of deposit completeness

2. Step-in Rights: Rights of beneficiary to maintain/develop technology post-release - used when beneficiary needs explicit development rights

3. Insurance Requirements: Specific insurance obligations - used when handling particularly valuable materials

4. Multi-party Provisions: Handling multiple beneficiaries - used when multiple parties have rights to the escrowed materials

What schedules should be included in a Technology Escrow Agreement?

1. Deposit Materials Schedule: Detailed list of all materials to be deposited

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

3. Verification Testing Procedures: Technical procedures for verification testing

4. Release Request Form: Standard form for requesting release of materials

5. Contact Details Schedule: Key contacts for all parties and escalation procedures

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

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alex.den.21@genieai.co
Industries

Electronic Transactions Act: Singapore's primary legislation governing electronic transactions and digital signatures, crucial for technology escrow agreements executed electronically

Copyright Act: Protects original works including software code, documentation, and other intellectual property that may be part of the escrow deposit

Patents Act: Governs patent rights and protection for any patented technology included in the escrowed materials

Trade Secrets Act: Protects confidential business information and trade secrets that may be included in the escrowed materials

Personal Data Protection Act: Regulates the collection, use, and disclosure of personal data, relevant for any personal data contained in the escrowed materials

Evidence Act: Sets out the rules for admissibility of evidence, including electronic records and documents

Common Law Contract Principles: Fundamental principles of contract law derived from Singapore's common law system

Contracts (Rights of Third Parties) Act: Governs the rights of third parties to enforce terms of a contract, relevant for beneficiary rights in escrow arrangements

Unfair Contract Terms Act: Regulates unfair terms in contracts, ensuring balance and fairness in the escrow agreement

Computer Misuse Act: Provides legal framework for unauthorized access and modification of computer material, relevant for security provisions

Cybersecurity Act 2018: Establishes framework for protection of critical information infrastructure and cybersecurity obligations

IMDA Guidelines: Regulatory guidelines from Infocomm Media Development Authority affecting technology services and data handling

Cross-border Data Transfer Regulations: Rules governing international transfer of data, particularly relevant for multi-jurisdictional escrow arrangements

International IP Protection: Considerations for protecting intellectual property rights across different jurisdictions

Foreign Judgments Recognition: Rules regarding the recognition and enforcement of foreign court judgments in Singapore

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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