[{"data":1,"prerenderedAt":524},["ShallowReactive",2],{"document-source-code-escrow-agreement-D806":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":35,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":523},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"SOURCE CODE ESCROW AGREEMENT This Source Code Escrow Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"First Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Second Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Escrow Agent\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS First Party and Second Party have entered into a Methodology and Software License Agreement dated [EFFECTIVE DATE] (the \"Main Agreement\"), pursuant to which First Party has, among other things, granted a non-exclusive license to Second Party with respect to Licensed Products, defined in article [NUMBER] of the Main Agreement (hereinafter: the \"Licensed Products\"). WHEREAS it is the policy of First Party not to disclose to its customers the Source Codes for the Licensed Products and related documentation, except as provided in an applicable Escrow Agreement. WHEREAS First Party and Second Party agree that, upon the occurrence of certain events described in Paragraph 4.1 hereof, Second Party shall be able to obtain the Source Code (as defined in Paragraph 2, below) from the Escrow Agent for the purposes described herein. Accordingly, First Party agrees to deliver the Source Code to the Escrow Agent upon the terms and conditions described below. NOW THEREFORE, in consideration of the mutual covenants exchanged herein and for other valuable consideration, the adequacy and receipt of which are hereby acknowledged, First Party, Second Party and the Escrow Agent hereby agree as follows: DEPOSITS The Escrow Agent, as a safekeeping escrow agent, agrees to accept from First Party, for storage purposes only, the Source Code and any revisions, corrections, enhancements, upgrades, updates, modifications, new releases, supplements or other changes thereto and any related documentation to which Second Party is entitled under the Main Agreement so that such Source Code constitutes a human readable program for all of the Licensed Products (hereinafter collectively referred to as the \"Source Code\"). For each delivery of the Source Code or supplements thereto to the Escrow Agent, the Escrow Agent will: issue a receipt to First Party with respect to each such delivery, which receipt shall identify any modifications, revisions or supplements made to the Source Code; and furnish to Second Party a copy of the receipt provided to First Party pursuant to this paragraph 1.1; the delivery of such receipt from the Escrow Agent to Second Party shall constitute notice to Second Party that the information listed therein has been delivered to the Escrow Agent. Upon the request of Second Party, the Escrow Agent shall supply to Second Party copies of each receipt furnished by the Escrow Agent to First Party hereunder; The cost of preparation of the escrowed materials shall be borne by First Party. The Source Code held by Escrow Agent shall remain the exclusive property of First Party, and Escrow Agent shall not use the Source Code or disclose same to any third party except as specifically provided for herein. Escrow Agent shall hold the Source Code in safekeeping at its offices herein above indicated unless and until the Escrow Agent receives notice pursuant to the terms of this Agreement that the Escrow Agent is to deliver the Source Code to Second Party or First Party, in which case the Escrow Agent shall deliver the Source Code to the party identified therein, subject, however, to the provisions of this Escrow Agreement. REPRESENTATIONS AND COVENANTS OF [COMPANY NAME] TO [COMPANY NAME] First Party represents and warrants to Second Party that: the material delivered to the Escrow Agent hereunder constitutes the Source Code for all of the Licensed Products; and the Source Code delivered to the Escrow Agent is in a form suitable for reproduction by computer and/or photocopy equipment, and consists of a full source language statement of the program or programs comprising the Licensed Products and complete program maintenance documentation, including all flow charts, schematics and annotations, and all other material necessary to allow a reasonably skilled third-party programmer or analyst to maintain or enhance the Licensed Products without the help of any other person or reference to any other material. First Party covenants to Second Party that First Party will promptly supplement the Source Code delivered hereunder with all revisions, corrections, enhancements, upgrades, updates, modifications, new releases, supplements or other changes thereto and any related documentation to which Second Party is entitled under the Main License Agreement, so that such Source Code constitutes a human-readable program for all of the Licensed Products. AUDIT RIGHTS Second Party's Audit Rights. Upon reasonable notice, during normal business hours and during the term of this Agreement, Second Party at its own expense will be entitled to inspect the physical status and condition of the materials deposited with the Escrow Agent pursuant to this Agreement. Any deposits already made may not be changed during the audit. First Party's Audit Rights. Upon reasonable notice, during normal business hours and during the term of this Agreement, First Party at its own expense will be entitled to inspect the physical status and condition of the materials deposited with the Escrow Agent pursuant to this Agreement. Any deposits already made may not be changed during the audit. NOTICE OF DEFAULT Second Party shall give written notice (the \"Notice of Default\") to the Escrow Agent of any of the following events of default hereunder by First Party (a \"Default\"): First Party or any permitted successor or assign makes a general assignment for the benefit of creditors, or admits in writing that it is unable to pay its debts as they mature; or a trustee or receiver of any substantial part of First Party's (or a permitted successor's or assign's) assets is appointed by any court; or First Party or any permitted successor or assign ceases to function as a going concern, First Party or any permitted successor or assign commits an Act of Insolvency, First Party or any permitted successor or assign files a petition in bankruptcy or such a petition is filed against it and is acquiesced in or is not dismissed within [NUMBER] days or results in an adjudication of bankruptcy; or If First Party or any permitted successor or assign otherwise ceases to manufacture the Licensed Products. First Party or any permitted successor or assign commits a material breach or default of its obligations further to article [NUMBER] of the Main Agreement or under this Agreement and fails to cure such breach or default within the applicable cure period. The Notice of Default shall at a minimum be labeled \"Notice of Default\", identify the Main Agreement and this Escrow Agreement, specify the nature of the Default, demand the delivery of the Source Code to Second Party in accordance with this Escrow Agreement. Upon receipt of the Notice of Default, the Escrow Agent shall send a copy thereof to First Party by certified or registered mail, postage prepaid, return receipt requested. if First Party desires to dispute the Notice of Default, then First Party shall, within [NUMBER] days after receipt of the Notice of Default from the Escrow Agent, deliver to the Escrow Agent a statement (the \"First Party Affidavit\") saying that no Default has occurred, whereupon the provisions of Paragraph [NUMBER] hereof will become applicable",null,"Source Code Escrow Agreement","8",75,"doc","https://templates.business-in-a-box.com/imgs/1000px/source-code-escrow-agreement-D806.png","https://templates.business-in-a-box.com/imgs/250px/806.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#806.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"source code escrow agreement","Source Code Escrow Agreement Template","https://templates.business-in-a-box.com/imgs/400px/806.png",[24,16,19],{"label":25,"url":26},"Templates","/templates/",[28,29,32],{"label":25,"url":26},{"label":30,"url":31},"Legal Agreements","/templates/business-legal-agreements/",{"label":33,"url":34},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[36,40,44,48,52,56,60,64,68,72,76,80,84,100,115,129,142,157],{"label":37,"url":38,"thumb":39,"extension":10},"Source Code License Agreement","/template/source-code-license-agreement-D807","https://templates.business-in-a-box.com/imgs/250px/807.png",{"label":41,"url":42,"thumb":43,"extension":10},"Source Code Trust Agreement 2","/template/source-code-trust-agreement-2-D810","https://templates.business-in-a-box.com/imgs/250px/810.png",{"label":45,"url":46,"thumb":47,"extension":10},"Source Code Trust Agreement Development","/template/source-code-trust-agreement-development-D812","https://templates.business-in-a-box.com/imgs/250px/812.png",{"label":49,"url":50,"thumb":51,"extension":10},"Source Code License Agreement Short Form","/template/source-code-license-agreement-short-form-D809","https://templates.business-in-a-box.com/imgs/250px/809.png",{"label":53,"url":54,"thumb":55,"extension":10},"Source Code Trust Agreement Licensed Program","/template/source-code-trust-agreement-licensed-program-D813","https://templates.business-in-a-box.com/imgs/250px/813.png",{"label":57,"url":58,"thumb":59,"extension":10},"Escrow Agreement","/template/escrow-agreement-D1173","https://templates.business-in-a-box.com/imgs/250px/1173.png",{"label":61,"url":62,"thumb":63,"extension":10},"Source Code License Agreement Fully Paid-Up, Royalty Free","/template/source-code-license-agreement-fully-paid-up-royalty-free-D808","https://templates.business-in-a-box.com/imgs/250px/808.png",{"label":65,"url":66,"thumb":67,"extension":10},"Escrow Holdback Agreement","/template/escrow-holdback-agreement-D13967","https://templates.business-in-a-box.com/imgs/250px/13967.png",{"label":69,"url":70,"thumb":71,"extension":10},"Software Escrow Agreement","/template/software-escrow-agreement-D14061","https://templates.business-in-a-box.com/imgs/250px/14061.png",{"label":73,"url":74,"thumb":75,"extension":10},"Code Of Conduct","/template/code-of-conduct-D13318","https://templates.business-in-a-box.com/imgs/250px/13318.png",{"label":77,"url":78,"thumb":79,"extension":10},"Code of Ethics","/template/code-of-ethics-D704","https://templates.business-in-a-box.com/imgs/250px/704.png",{"label":81,"url":82,"thumb":83,"extension":10},"Dress Code Policy","/template/dress-code-policy-D12637","https://templates.business-in-a-box.com/imgs/250px/12637.png",{"description":85,"descriptionCustom":6,"label":86,"pages":8,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":93,"keywords":92,"url":99},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), an individual with his main address located at ______________ OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement",513,"https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":92,"description":6},"software license agreement",[94,96],{"label":30,"url":95},"business-legal-agreements",{"label":97,"url":98},"License Agreements","license-agreement","/template/software-license-agreement-D12928",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":87,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":109,"keywords":108,"url":114},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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SALE OF TECHNOLOGY 1.1 Subject to the terms and conditions herein contained, [YOUR COMPANY NAME] hereby sells and transfers its rights, titles and interests in the Technology to the Purchaser, and the Purchaser hereby purchases such rights, titles and interests from [YOUR COMPANY NAME] for a total purchase price (the \"Purchase Price\") of [AMOUNT] payable as hereinafter set forth. 2. PAYMENT OF PURCHASE PRICE 2.1 The Purchase Price shall be paid by the purchaser to [YOUR COMPANY NAME] by the remittance, concurrently with the execution of this Agreement, of a certified check drafted to the order of the Seller in the amount of [AMOUNT]. 3","Technology Transfer Agreement","2",42,"https://templates.business-in-a-box.com/imgs/1000px/technology-transfer-agreement-D919.png","https://templates.business-in-a-box.com/imgs/250px/919.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#919.xml",{"title":6,"description":6},[125,126],{"label":30,"url":95},{"label":30,"url":95},"technology transfer agreement","/template/technology-transfer-agreement-D919",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":87,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":141},"SAAS AGREEMENT This Software-as-a-Service Agreement (SaaS) (\"Agreement\") is made and effective the [DATE], BETWEEN: [COMPANY NAME], (the \"Customer\"), a corporation organized and existing under the laws of [STATE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME], (the \"Provider\"), a corporation organized and existing under the laws of [STATE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, The Customer is granted a license to use the Software, subject to a set of limitations and restrictions. WHEREAS, The Provider undertakes to provide high-performance Software while committing to comply with certain requirements relating to the maintenance of the Software. In consideration of the terms of this agreement, and other valuable consideration, the parties agree as follows: DEFINITION \"Administrator User\" means each Customer employee designated by Customer to serve as technical administrator of the SaaS Services on Customer's behalf. Each Administrator User must complete training and qualification requirements reasonably required by [PROVIDER NAME]. \"Confidential Information\" means any information disclosed by a party to the other party, directly or indirectly, which could be in orally or written (graphic, machine-readable or other tangible form], is marked as \"confidential\" or \"proprietary\". \"Host\" means the computer equipment on which the Software is installed, which is owned and operated by [PROVIDER NAME] or its subcontractors. \"Maintenance Services\" means the support and maintenance services provided by [PROVIDER NAME] to Customer pursuant to this SaaS Agreement. \"Software\" means the object code version of any Software to which Customer is provided access as part of the Service, including any updates or new versions. \"SaaS Services\" refer to the specific [PROVIDER NAME]'s internet-accessible service identified in a Schedule that provides use of [PROVIDER NAME]'s identity/access management Software that is hosted by [PROVIDER NAME] or its services provider and made available to Customer over a network on a term-use basis. SERVICE The Provider hereby grants the Customer, including all authorized users of the Customer, a non-exclusive, non-sublicensable, non-assignable, royalty-free, worldwide license to access and use the service (the \"Service\") solely for the internal business operations of the Customer in accordance with the terms of this Agreement and the Provider's online terms of use. TERM AND TERMINATION The term of this Agreement shall begin on the Effective Date and shall end [SPECIFY]. PAYMENT TERM [SPECIFY] is sold as a Software-as-a-Service (SaaS) and requires Clients to have a valid membership subscription. We accept payments with Credit Cards and Visa and Mastercard Debit Cards [OR SPECIFY]. Your subscription will renew automatically at the end of the subscription term unless you opt-out from automatic renewal or cancel your membership. You can update your payment method, manage your subscription, or cancel at any time by visiting the Billing page under your user account. By purchasing this software, you agreed to enroll in our automatic renewal service. This keeps your products up and running, automatically charging then-current renewal fees to your payment method on file, with no further action on your part. Account cancellation policy: Once a user submits a request for cancellation, no additional charges will be made. However, no refunds are provided upon cancellation. If you cancel before an upcoming renewal date, you will have access to your Account through the end of the then-current year. Cancellation of automatic renewal: Annual subscriptions purchased will renew automatically at the end of the term. Your credit card is charged at the end of each subscription period and a renewal confirmation notice is sent to the account administrator's email address. Notifications of upcoming renewal is sent to the account administrator's email address 30 days and 10 days before renewal. If the you wish to turn off the automated renewal, you can do so any time from your online account under My Account/Billing. Free trial: [COMPANY NAME] offers a free trial version for [SPECIFY]. We do not request credit card information when signing up to the free trial. The free trial allows anyone to view the whole content of the software. The free trial, however, does not allow you to Download, Export, Print or to Cut/Copy/Paste/Save. You need to purchase and activate the software in order to be able to fully download and use the product. Failed renewal & account suspension: If your credit card on file is closed or expired, or if for any reason, a charge is rejected, you will be requested to update your Billing Information and supply a new payment to keep your account active. If a charge is rejected, your access to the [COMPANY NAME] software will be suspended until you update your account information and the payment is successful. CUSTOMER'S RESPONSIBILITIES Customer shall provide commercially reasonable information and assistance to [PROVIDER NAME] to enable [PROVIDER NAME] to deliver the SaaS Services. Customer acknowledges that [PROVIDER NAME] 's ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that [PROVIDER NAME] exercises no control over the content of the information transmitted by Customer through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, Software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. Customer shall be solely responsible for the acts and omissions of its Administrator Users. [PROVIDER NAME] shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users. Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to [PROVIDER NAME] a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer Customer shall: Notify [PROVIDER NAME] immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, Report to [PROVIDER NAME] immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer, and Not provide false identity information to gain access to or use the SaaS Services. Customer is solely responsible for collecting, in putting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not Include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or Contain anything that is obscene, defamatory, harassing, offensive or malicious. limitationS of the license The Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer; The Hosted Services may only be used by the named users identified The Hosted Services must not be used at any point in time by more than the number of concurrent users specified in section.","SaaS Agreement","7","https://templates.business-in-a-box.com/imgs/1000px/saas-agreement-D12704.png","https://templates.business-in-a-box.com/imgs/250px/12704.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12704.xml",{"title":137,"description":6},"saas agreement",[139,140],{"label":30,"url":95},{"label":30,"url":95},"/template/saas-agreement-D12704",{"description":143,"descriptionCustom":6,"label":144,"pages":145,"size":146,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":151,"keywords":155,"url":156},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[152],{"label":153,"url":154},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":158,"descriptionCustom":6,"label":159,"pages":160,"size":161,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":166,"keywords":170,"url":171},"SERVICE LEVEL AGREEMENT This Service Level Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\"). WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the \"Location and Equipment Summary\"), which is attached hereto and made a part hereof; and WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the \"Parties\" and singularly as the \"Party\") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the \"Statement of Work\"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the \"Non-Recurring and Monthly Recurring Pricing Summary\"), which is attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: UNDERTAKINGS Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work. TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law. The rights and duties in Article D, \"Warranty and Liability\" shall survive the termination of this Agreement. FINANCIAL PROVISIONS Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. This charge is in addition to any other charges specified in the applicable tariff or contract from the entity from which the facility or service is obtained. For equipment moves made pursuant to Client's request, Client shall pay for each unit of Equipment this is moved to a different location within the same Service Provider Network Location after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. Client shall pay directly or reimburse Service Provider, as applicable, for all taxes, duties, and similar liabilities which may result from this Agreement, or any support services specified hereunder, exclusive of taxes based on Service Provider's net income. All invoices shall be due and payable in [CURRENCY] within [NUMBER] calendar days upon receipt as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. WARRANTY AND LIABILITY Service Provider warrants that its undertakings hereunder shall be performed in a professional and workmanlike manner and that it will provide Support Services in accordance with this Agreement. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANYWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client warrants that it has the unrestricted right to place the Equipment at Service Provider's Location(s) listed in the Location and Equipment Summary for the term of this Agreement. Except as otherwise set forth herein, neither Party shall be deemed negligent, at fault or liable in any respect to the other for any delay, interruption or failure in performance hereunder resulting from fire, flood, water, the elements, explosions, acts of God, war, accidents, labor disputes, strikes, shortages of equipment or suppliers, unavailability of transportation or other cause beyond the reasonable control of the Party delayed or prevented from performing.","Service Level Agreement","12",89,"https://templates.business-in-a-box.com/imgs/1000px/service-level-agreement-D778.png","https://templates.business-in-a-box.com/imgs/250px/778.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#778.xml",{"title":6,"description":6},[167,169],{"label":17,"url":168},"software-technology-business",{"label":17,"url":168},"service level agreement","/template/service-level-agreement-D778",false,{"seo":174,"reviewer":185,"quick_facts":189,"at_a_glance":192,"personas":196,"variants":221,"glossary":247,"clauses":281,"how_to_fill":332,"common_mistakes":373,"faqs":398,"industries":426,"comparisons":451,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":511,"classification":512},{"meta_title":175,"meta_description":176,"primary_keyword":20,"secondary_keywords":177},"Source Code Escrow Agreement | BIB","Free source code escrow agreement template for software licensors and licensees.",[178,179,180,181,182,183,184],"source code escrow agreement template","source code escrow template free","technology escrow agreement","software escrow template word","escrow release conditions software","source code deposit agreement","software license escrow",{"name":186,"credential":187,"reviewed_date":188},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":190,"legal_review_recommended":191,"signature_required":191},"advanced",true,{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"A Source Code Escrow Agreement is a legally binding three-party contract between a software licensor, a licensee, and a neutral escrow agent that governs the deposit, safekeeping, and conditional release of proprietary source code. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF to protect both parties when a critical software relationship is at stake.\n","Use it whenever a licensee depends on mission-critical software whose source code is owned by a third-party vendor — particularly when the licensor's insolvency, acquisition, or breach of maintenance obligations would leave the licensee unable to operate or maintain the application.\n","Party definitions and escrow agent appointment, deposit obligations and technical specifications, verification procedures, release conditions and triggers, licensee use restrictions post-release, fees and payment terms, confidentiality, term and termination, liability limitations, and governing law and dispute resolution.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Enterprise software licensees","Protecting continued access to critical ERP or CRM source code if the vendor fails","persona-enterprise-buyer",{"title":202,"use_case":203,"icon_asset_id":204},"SaaS and software vendors","Satisfying enterprise customer procurement requirements that mandate escrow","persona-saas-vendor",{"title":206,"use_case":207,"icon_asset_id":208},"Private equity and M&A teams","Ensuring acquired software assets are accessible and verifiable during due diligence","persona-private-equity",{"title":210,"use_case":211,"icon_asset_id":212},"Financial institutions and banks","Meeting regulatory requirements for business continuity of core banking systems","persona-financial-institution",{"title":214,"use_case":215,"icon_asset_id":216},"IT procurement officers","Including escrow terms as a standard condition in vendor software contracts","persona-it-procurement",{"title":218,"use_case":219,"icon_asset_id":220},"Government and public sector agencies","Complying with procurement regulations requiring escrow for licensed software","persona-government-agency",[222,226,229,232,236,240,244],{"situation":223,"recommended_template":224,"slug":225},"Single licensee and one software vendor using a specialist escrow agent","Three-Party Source Code Escrow Agreement","source-code-escrow-agreement-D806",{"situation":227,"recommended_template":228,"slug":225},"Multiple licensees sharing escrow costs for the same software product","Multi-Licensee Source Code Escrow Agreement",{"situation":230,"recommended_template":231,"slug":225},"Licensor depositing source code with no named licensee at signing","Beneficiary Source Code Escrow Agreement",{"situation":233,"recommended_template":234,"slug":235},"SaaS product where access to the hosted environment is also needed","SaaS Escrow and Technology Escrow Agreement","escrow-agreement-D1173",{"situation":237,"recommended_template":238,"slug":239},"Short-term project with a defined delivery milestone rather than ongoing maintenance","Software Development Escrow Agreement","software-escrow-agreement-D14061",{"situation":241,"recommended_template":242,"slug":243},"IP assignment combined with escrow pending full payment of purchase price","IP Transfer and Escrow Agreement","ip-sale-agreement-D964",{"situation":245,"recommended_template":246,"slug":225},"Open-source component with proprietary modifications requiring selective escrow","Hybrid Source Code Escrow Agreement",[248,251,254,257,260,263,266,269,272,275,278],{"term":249,"definition":250},"Escrow Agent","A neutral third party that accepts, stores, and releases the deposited source code strictly according to the conditions agreed in the escrow agreement.",{"term":252,"definition":253},"Deposit Materials","All items the licensor places into escrow — typically source code, build instructions, developer documentation, and any third-party component licenses needed to compile and run the software.",{"term":255,"definition":256},"Release Condition","A specific, pre-agreed event — such as licensor insolvency, breach of maintenance obligations, or cessation of business — that triggers the escrow agent to release the deposit materials to the licensee.",{"term":258,"definition":259},"Verification","A technical audit of the deposited materials to confirm they are complete, accurate, and sufficient to compile and operate the software as described in the license agreement.",{"term":261,"definition":262},"Licensor","The software developer or vendor that owns the intellectual property and deposits the source code into escrow as security for its obligations to the licensee.",{"term":264,"definition":265},"Licensee","The company or individual that has licensed the software and is the intended beneficiary of the escrow — entitled to receive the source code if a release condition is triggered.",{"term":267,"definition":268},"Insolvency Trigger","A release condition activated when the licensor enters bankruptcy, receivership, or makes a general assignment for the benefit of creditors.",{"term":270,"definition":271},"Update Obligation","A contractual requirement for the licensor to deposit a new, updated version of the source code within a defined period — typically 30 to 60 days — after each material software release.",{"term":273,"definition":274},"Use License","The limited, post-release right granted to the licensee to use the deposited source code solely to maintain and support the licensed software for its own internal operations.",{"term":276,"definition":277},"Escrow Fee","The annual or per-event fee charged by the escrow agent for setup, storage, verification services, and release administration — typically paid by the licensee or split between parties.",{"term":279,"definition":280},"Successor in Interest","An entity — such as an acquirer or assignee — that inherits the licensor's obligations under the escrow agreement when the original licensor transfers its business or IP.",[282,287,292,297,302,307,312,317,322,327],{"name":283,"plain_english":284,"sample_language":285,"common_mistake":286},"Parties and escrow agent appointment","Identifies the licensor, licensee, and escrow agent by their full legal names, and formally appoints the escrow agent to act in that capacity under the terms of the agreement.","This Source Code Escrow Agreement is entered into on [DATE] among [LICENSOR LEGAL NAME] ('Licensor'), [LICENSEE LEGAL NAME] ('Licensee'), and [ESCROW AGENT LEGAL NAME] ('Escrow Agent'). The parties hereby appoint Escrow Agent to receive, hold, and release the Deposit Materials in accordance with this Agreement.","Naming a division or brand name instead of the registered legal entity. If the licensor is later acquired, the escrow obligation cannot be cleanly transferred to the successor without the correct legal name.",{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Description of deposit materials","Specifies exactly what the licensor must deposit — source code files, build scripts, compiler and toolchain versions, dependency manifests, and any documentation required to compile and operate the software from scratch.","Deposit Materials shall include: (a) all source code files for [SOFTWARE NAME] version [X.X]; (b) build scripts, makefiles, and toolchain specifications; (c) third-party library licenses; (d) technical documentation sufficient to compile and deploy the software without assistance from Licensor.","Defining deposit materials as 'the source code' without listing build dependencies and toolchain versions. A deposit that cannot be compiled without undocumented libraries is worthless at release.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Initial deposit and update obligations","Sets the deadline for the first deposit after agreement execution and requires the licensor to deposit updated materials within a defined number of days after each material software release.","Licensor shall make the initial deposit within [30] days of execution. Licensor shall deposit updated Deposit Materials within [30] days of each Major Release and within [60] days of each Minor Release of the Software, as defined in Schedule A.","Omitting update obligations entirely. A deposit made at signing becomes outdated within months — licensees relying on a two-year-old deposit may receive code that no longer matches the software in production.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Verification procedures","Defines the process by which the deposited materials are technically audited to confirm they are complete and compilable — either by the escrow agent, a named third-party auditor, or both parties jointly.","Either party may request a Technical Verification of the Deposit Materials no more than [ONCE / TWICE] per calendar year. Verification shall be conducted by [ESCROW AGENT / MUTUALLY AGREED THIRD-PARTY AUDITOR] within [30] days of the request. Costs of verification shall be borne by [REQUESTING PARTY / LICENSOR / LICENSEE].","Skipping the verification clause or making it optional without specifying who pays. Unverified deposits are frequently found to be incomplete or uncommittable — discovered only at the worst possible moment.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Release conditions","Lists the specific events that entitle the licensee to request release of the deposit materials from the escrow agent — typically insolvency, material breach of maintenance obligations, or cessation of operations.","Escrow Agent shall release the Deposit Materials to Licensee upon the occurrence of any of the following: (a) Licensor files for bankruptcy or has a receiver appointed; (b) Licensor ceases business operations; (c) Licensor materially breaches its maintenance obligations under the License Agreement and fails to cure within [30] days of written notice; (d) Licensor is acquired and the successor fails to assume Licensor's obligations within [60] days.","Defining release conditions so narrowly — e.g., only upon formal bankruptcy filing — that the licensor can effectively wind down operations without triggering release. Include cessation of business and failure to maintain as independent triggers.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Release procedure and dispute resolution","Sets out the mechanics of how a release request is made, how the escrow agent notifies the licensor, the licensor's right to object within a defined window, and how disputes about whether a release condition has been met are resolved.","Licensee shall notify Escrow Agent in writing of a Release Condition, with supporting evidence. Escrow Agent shall notify Licensor within [5] business days. Licensor may object within [15] business days by written notice to Escrow Agent. If no objection is received, Escrow Agent shall release the Deposit Materials. Disputes shall be resolved by [ARBITRATION / COURT ORDER] before any release is made.","Giving the licensor an indefinite right to object without specifying a resolution mechanism. An unresolved objection can block release indefinitely, defeating the purpose of the escrow.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Post-release use license","Grants the licensee a limited, non-transferable license to use the released source code solely to maintain and support the licensed software for its own internal operations — not to sublicense, distribute, or create competing products.","Upon release, Licensor grants Licensee a non-exclusive, non-transferable, royalty-free license to use the Deposit Materials solely to maintain and support the Software for Licensee's internal business operations. Licensee shall not sublicense, distribute, or use the Deposit Materials to develop competing products.","Omitting the use restriction entirely. Without it, a licensee could theoretically use released source code to build and sell competing software — a result no licensor intends and courts may not fill by implication.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Confidentiality of deposit materials","Binds all three parties — licensor, licensee, and escrow agent — to keep the deposited source code confidential, with the escrow agent prohibited from accessing or disclosing the materials except as required to perform verification or release.","Each party shall maintain the Deposit Materials in strict confidence. Escrow Agent shall access the Deposit Materials only as necessary to perform verification and release services. Licensee shall protect released materials with at least the same degree of care it uses to protect its own most sensitive proprietary information, but in no event less than reasonable care.","Applying confidentiality only to the licensee post-release and failing to bind the escrow agent. Escrow agents employ staff who handle deposits — without an explicit obligation, internal access is uncontrolled.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Fees, payment, and escrow agent liability","Specifies who pays the escrow agent's setup, annual storage, and verification fees, and limits the escrow agent's liability to gross negligence or willful misconduct — protecting it from claims that arise solely from following the agreement's release procedures.","Licensee shall pay Escrow Agent an annual fee of $[AMOUNT], due on the anniversary of execution. Verification fees of $[AMOUNT] per audit are payable by [REQUESTING PARTY]. Escrow Agent's liability to either party shall not exceed the fees paid in the [12] months preceding the event giving rise to the claim, except in cases of gross negligence or willful misconduct.","Failing to state explicitly who pays which fee. Disputes over fee responsibility cause agreements to lapse unpaid — escrow agents routinely terminate dormant escrow arrangements, destroying the protection both parties intended.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Term, termination, and governing law","Sets the initial term, auto-renewal mechanics, conditions under which any party may terminate, what happens to the deposit materials on termination, and the jurisdiction whose law governs the agreement.","This Agreement shall commence on [DATE] and continue for [1] year, renewing automatically for successive one-year terms unless either party provides [60] days' written notice of non-renewal. Upon termination, Escrow Agent shall return the Deposit Materials to Licensor unless a release request is pending. This Agreement is governed by the laws of [STATE / JURISDICTION].","Allowing the licensor to terminate the escrow unilaterally without notice to the licensee. A licensor in financial distress has every incentive to cancel escrow quietly — the agreement should require joint consent or advance notice to the licensee before termination takes effect.",[333,338,343,348,353,358,363,368],{"step":334,"title":335,"description":336,"tip":337},1,"Identify and name all three parties correctly","Enter the full registered legal names of the licensor, licensee, and escrow agent. Confirm each entity's name against corporate registry records before signing.","If the escrow agent is a professional escrow provider (e.g., Iron Mountain, NCC Group, Escrow London), use their exact registered company name — not their brand name — to ensure obligations transfer on any internal restructuring.",{"step":339,"title":340,"description":341,"tip":342},2,"Define the deposit materials with technical specificity","List every component required to compile, build, and deploy the software from scratch: source files, build scripts, dependency manifests, compiler versions, environment configuration, and any third-party component licenses. Attach this as Schedule A.","Have a developer from each side jointly draft Schedule A — a legal drafter alone will miss technical dependencies that make the deposit useless at release.",{"step":344,"title":345,"description":346,"tip":347},3,"Set the initial deposit deadline and update schedule","Specify the number of days after execution for the first deposit and define update obligations tied to major and minor software releases. Typical ranges: 30 days for initial deposit, 30–60 days for updates.","Tie update obligations to version numbering conventions already used in the license agreement — don't create a new definition of 'major release' that conflicts with the main contract.",{"step":349,"title":350,"description":351,"tip":352},4,"Draft release conditions with precision","List every event that triggers release: insolvency, cessation of operations, material breach of maintenance, failed acquisition assumption. Use 'any of the following' language so each trigger operates independently.","Add a catch-all for 'licensor's failure to update deposit materials within [90] days of a required update deadline' as a standalone release trigger — this covers quiet wind-downs that never formally file for bankruptcy.",{"step":354,"title":355,"description":356,"tip":357},5,"Establish the release procedure and objection window","Define how the licensee submits a release request, how quickly the escrow agent must notify the licensor, and how long the licensor has to object (typically 10–15 business days). Specify the dispute resolution mechanism — arbitration is faster than litigation for urgent release scenarios.","Expedited arbitration clauses (resolution within 30 days) are worth the extra drafting cost for release disputes — waiting 12 months for a court order when your business is down is commercially catastrophic.",{"step":359,"title":360,"description":361,"tip":362},6,"Specify the post-release use license scope","Write the use license to cover only what the licensee genuinely needs: internal maintenance and support of the licensed software. Explicitly exclude sublicensing, distribution, and competitive use.","Consider adding a time limit on the post-release use license — for example, 5 years — to give the licensor (or its successor) a path to renegotiating terms if the software remains commercially viable.",{"step":364,"title":365,"description":366,"tip":367},7,"Confirm fees and payment responsibility","Enter the escrow agent's annual fee, verification fee schedule, and who pays each. State the payment due date and consequences of non-payment (typically 30-day cure period before the escrow agent may suspend services).","Negotiate a fee split rather than placing 100% on the licensee when the licensor also benefits from the escrow relationship — for instance, it satisfies enterprise customer procurement requirements that would otherwise block a sale.",{"step":369,"title":370,"description":371,"tip":372},8,"Execute before the software license goes live","All three parties must sign before the underlying software license takes effect. A retroactive escrow arrangement may not be enforceable as part of the original bargain in common-law jurisdictions.","Use eSign with timestamped execution records — escrow agent, licensor, and licensee signatures should be dated within the same business day to avoid any fresh-consideration arguments.",[374,378,382,386,390,394],{"mistake":375,"why_it_matters":376,"fix":377},"Vague deposit materials description","If the deposit clause says only 'source code,' the licensor can deposit a subset of files that technically satisfies the clause but cannot be compiled or deployed without missing components.","Define deposit materials by reference to a technical Schedule A listing every required component, file type, toolchain version, and dependency — reviewed and signed off by a developer from each side.",{"mistake":379,"why_it_matters":380,"fix":381},"No update obligation on the licensor","Software evolves rapidly; a deposit made at signing becomes obsolete within months. A licensee who triggers release and receives a two-year-old codebase cannot maintain the production system it actually runs.","Include an explicit update obligation requiring deposit of new materials within 30–60 days of each material release, with failure to update treated as a standalone release condition.",{"mistake":383,"why_it_matters":384,"fix":385},"Release conditions limited to formal bankruptcy only","A licensor can cease all development, stop responding to support tickets, and effectively abandon a product without ever filing for bankruptcy — leaving the licensee without a release trigger.","Add independent release conditions for cessation of operations, persistent failure to provide maintenance services, and failure to meet update obligations — each operable without the others.",{"mistake":387,"why_it_matters":388,"fix":389},"No verification clause or optional verification with no cost allocation","Industry studies show that a significant proportion of source code deposits fail technical verification — the deposited files are incomplete, encrypted, or reference unavailable dependencies. Discovering this at the moment of a crisis is catastrophic.","Require at least one verification within the first 90 days of the initial deposit and annually thereafter, with a clear allocation of costs and a cure period if the deposit fails verification.",{"mistake":391,"why_it_matters":392,"fix":393},"Allowing the licensor to terminate escrow unilaterally","A licensor facing financial distress has direct incentive to cancel the escrow to eliminate the annual fee. Without a notice requirement to the licensee, the protection disappears silently.","Require that any licensor-initiated termination provide at least 60 days' written notice to the licensee and prohibit termination while any release request or dispute is pending.",{"mistake":395,"why_it_matters":396,"fix":397},"Omitting the post-release use restriction","Without an explicit use-restriction clause, a licensee receiving released source code may have broader rights than either party intended, including the ability to modify and redistribute the code.","Draft a use license that expressly limits post-release access to internal maintenance and support of the licensed software, and exclude sublicensing, distribution, and competitive development by name.",[399,402,405,408,411,414,417,420,423],{"question":400,"answer":401},"What is a source code escrow agreement?","A source code escrow agreement is a three-party contract among a software licensor, a licensee, and a neutral escrow agent. The licensor deposits its proprietary source code with the escrow agent, which holds it under strict confidentiality and releases it to the licensee only if a defined trigger event occurs — such as licensor insolvency or a material breach of maintenance obligations. It protects the licensee's ability to maintain and operate critical software even if the vendor is no longer able to support it.\n",{"question":403,"answer":404},"When should a licensee require source code escrow?","Source code escrow is most important when the licensed software is mission-critical to the licensee's operations, when the licensor is a small or mid-sized vendor whose long-term viability is uncertain, or when the licensee has no practical alternative to the software and would face significant downtime or cost to replace it. Financial institutions, healthcare providers, and enterprise buyers routinely require escrow as a standard procurement condition for any third-party software running core operational systems.\n",{"question":406,"answer":407},"Who are the three parties in a source code escrow agreement?","The licensor is the software developer or vendor that owns and deposits the source code. The licensee is the business that has licensed the software and is the beneficiary of the escrow arrangement. The escrow agent is an independent third party — typically a specialist escrow provider or law firm — that receives, stores, and releases the deposit materials according to the terms of the agreement.\n",{"question":409,"answer":410},"What events typically trigger release of source code from escrow?","Common release triggers include the licensor filing for bankruptcy or entering receivership, the licensor ceasing its business operations, a material and uncured breach of the licensor's maintenance and support obligations, the licensor's acquisition by a competitor where the successor fails to assume the licensor's obligations, or persistent failure by the licensor to update the escrow deposit following material software releases. Well-drafted agreements list each trigger independently so that one can operate without requiring others to also be satisfied.\n",{"question":412,"answer":413},"What is a technical verification and why does it matter?","A technical verification is an audit of the deposited source code to confirm it is complete, accurate, and sufficient to compile and deploy the software without assistance from the licensor. Industry experience shows that a meaningful percentage of unverified deposits are incomplete or contain files that cannot be built — making them useless at the moment of a crisis. Requiring verification within 90 days of the initial deposit and annually thereafter is considered best practice.\n",{"question":415,"answer":416},"What can the licensee do with released source code?","The post-release use license is typically narrow: the licensee may use the source code solely to maintain and support the licensed software for its own internal operations. It generally cannot sublicense the code, distribute it, or use it to build competing products. Some agreements permit the licensee to engage a third-party developer to perform maintenance on its behalf, provided that developer is bound by equivalent confidentiality obligations.\n",{"question":418,"answer":419},"Does a SaaS product need source code escrow?","SaaS products present unique escrow challenges because the licensee typically accesses the software via a hosted environment rather than a local installation. In these cases, source code escrow alone may be insufficient — the licensee also needs access to infrastructure configurations, deployment scripts, and database schemas to recreate the hosted environment. Specialist SaaS escrow arrangements, sometimes called technology escrow or continuity escrow, address these additional components alongside the source code.\n",{"question":421,"answer":422},"Is a source code escrow agreement enforceable?","A source code escrow agreement is generally enforceable in most jurisdictions when properly drafted and executed by all three parties before the underlying license takes effect. Enforceability is strongest when release conditions are specific and objectively verifiable, the escrow agent is a professional independent party, and the agreement is signed as part of the original licensing transaction rather than added retroactively. Consider consulting a lawyer for high-value or cross-border arrangements.\n",{"question":424,"answer":425},"Who typically pays the escrow agent's fees?","In most commercial arrangements, the licensee pays the escrow agent's annual storage and administration fees, since the licensee is the primary beneficiary of the escrow protection. However, when the escrow arrangement satisfies enterprise procurement requirements that enable the licensor to close a sale it would otherwise lose, the parties sometimes negotiate a fee split or the licensor absorbs the cost as a sales condition. Verification fees are typically paid by the requesting party.\n",[427,431,435,439,443,447],{"industry":428,"icon_asset_id":429,"specifics":430},"Financial Services","industry-fintech","Regulatory business continuity requirements mandate escrow for core banking, trading, and payment processing platforms — often with annual verification as a compliance condition.",{"industry":432,"icon_asset_id":433,"specifics":434},"Healthcare and Life Sciences","industry-healthtech","Clinical management, EHR, and medical device software require escrow to ensure patient data access and operational continuity if a vendor exits the market or is acquired.",{"industry":436,"icon_asset_id":437,"specifics":438},"SaaS and Technology","industry-saas","Enterprise SaaS vendors include escrow as a standard deal term to satisfy Fortune 500 procurement requirements, with SaaS continuity escrow covering hosted environments alongside source code.",{"industry":440,"icon_asset_id":441,"specifics":442},"Government and Public Sector","industry-government","Public procurement regulations in the US, UK, and EU frequently mandate escrow for licensed software used in critical national infrastructure, defense, and public service delivery.",{"industry":444,"icon_asset_id":445,"specifics":446},"Manufacturing and Industrial","industry-manufacturing","Embedded software controlling production equipment or SCADA systems requires escrow because replacement lead times can run 12–24 months, making continuity of the existing codebase operationally critical.",{"industry":448,"icon_asset_id":449,"specifics":450},"Professional Services and Legal","industry-professional-services","Law firms and professional services firms licensing practice management or document automation software increasingly require escrow given the sensitivity of client data dependent on those systems.",[452,455,459,462],{"vs":86,"vs_template_id":453,"summary":454},"software-license-agreement-D12718","A software license agreement governs the rights to use the compiled software — what the licensee may do with it, support obligations, and fees. A source code escrow agreement is a companion document that protects the licensee's ability to maintain that software if the licensor can no longer support it. The two documents work in tandem and should cross-reference each other explicitly.",{"vs":456,"vs_template_id":457,"summary":458},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information shared between parties during negotiations or an ongoing relationship. A source code escrow agreement addresses a more specific concern — the controlled release of deposited IP to a third party upon defined events. While the escrow agreement contains confidentiality provisions, it is not a substitute for a standalone NDA covering the broader relationship.",{"vs":117,"vs_template_id":460,"summary":461},"technology-transfer-agreement-D13640","A technology transfer agreement transfers ownership or broad license rights in IP — typically used in M&A, university commercialization, or joint ventures. A source code escrow agreement does not transfer ownership; it merely provides the licensee with conditional access to maintain existing software. Use a technology transfer agreement when the goal is to assign or broadly license IP outright.",{"vs":131,"vs_template_id":463,"summary":464},"saas-agreement-D13260","A SaaS agreement governs access to software delivered as a hosted service and typically includes uptime SLAs and data portability provisions. Source code escrow is a supplementary protection layer addressing what happens if the SaaS provider ceases to operate. Enterprise SaaS deals increasingly combine a SaaS agreement with a technology continuity escrow arrangement covering source code, deployment scripts, and infrastructure configurations.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Standard two-party software relationships where the licensee wants a documented escrow arrangement and the licensor is a cooperative domestic vendor","Free","1–2 hours",{"best_for":471,"cost":472,"time":473},"Enterprise software deals above $100K ACV, regulated industries, or cross-border arrangements where release conditions need jurisdictional tailoring","$500–$1,500","2–5 business days",{"best_for":475,"cost":476,"time":477},"Mission-critical infrastructure software, multi-licensee arrangements, SaaS continuity escrow, or deals where the licensor is a major software company with negotiating leverage","$2,500–$8,000+","2–4 weeks",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","Source code escrow agreements are governed by state contract law and the Uniform Commercial Code where applicable. California and Delaware are common choices of governing law for technology companies. Bankruptcy proceedings under Chapter 11 trigger automatic stay provisions that can delay release — include an explicit carve-out referencing 11 U.S.C. § 365(n), which protects licensees' rights to licensed IP in bankruptcy. Non-compete provisions restricting post-release development activity should be reviewed for enforceability in the licensor's home state.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","Canadian escrow agreements are governed by provincial contract law — Ontario and British Columbia are the most common choices for technology contracts. The Companies' Creditors Arrangement Act (CCAA) and Bankruptcy and Insolvency Act (BIA) govern insolvency triggers; Canadian courts have generally upheld licensees' IP rights in restructuring proceedings. Quebec-based parties should note that contracts governed by Quebec civil law have distinct interpretive rules, and bilingual documentation may be required for provincially regulated entities.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","UK source code escrow agreements are governed by English contract law, with specialist escrow providers regulated under applicable financial services and data protection rules. NCSC (National Cyber Security Centre) guidance recommends escrow for software used in critical national infrastructure. Post-Brexit, EU IP and data protection rules no longer apply automatically; cross-border arrangements with EU licensees or licensors require separate GDPR transfer mechanisms for any personal data embedded in deposit materials. Standard Chartered terms from the Society for Computers and Law provide a widely accepted framework for UK escrow arrangements.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","EU member states apply domestic contract law to escrow arrangements, with no harmonized escrow framework across the union. German and French courts are among the most active in enforcing software escrow terms in insolvency proceedings. GDPR applies where deposit materials include personal data — even embedded test data in source code — requiring a data processing addendum with the escrow agent if personal data is present. The EU Cyber Resilience Act and NIS2 Directive are increasing regulatory pressure on software vendors to provide continuity mechanisms, making escrow a de facto compliance tool for critical software suppliers.",[500,457,501,502,503,504,505,506,507,508,509,510],"software-license-agreement-D12928","technology-transfer-agreement-D919","saas-agreement-D12704","independent-contractor-agreement-D160","service-level-agreement-D778","master-service-agreement-D12657","intellectual-property-assignment-D5229","custom-software-development-agreement-D787","vendor-agreement-D13292","joint-venture-agreement-D889","data-processing-agreement-D13954",{"emit_how_to":191,"emit_defined_term":191},{"primary_folder":95,"secondary_folder":513,"document_type":514,"industry":515,"business_stage":516,"tags":517,"confidence":522},"intellectual-property-and-licensing","agreement","software-and-technology","all-stages",[518,514,519,520,521],"intellectual-property","risk-management","source-code-escrow","software-licensing",0.95,"\u003Ch2>What is a Source Code Escrow Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Source Code Escrow Agreement\u003C/strong> is a legally binding three-party contract between a software licensor, a licensee, and a neutral escrow agent that governs the deposit, safekeeping, and conditional release of proprietary source code. The licensor deposits its codebase — along with build scripts, dependency manifests, and technical documentation — with the escrow agent, which holds those materials in strict confidence and releases them to the licensee only when a defined trigger event occurs, such as licensor insolvency, cessation of operations, or a material breach of maintenance obligations. The agreement protects the licensee's ability to maintain and operate critical software even if the vendor can no longer support it, while giving the licensor comfort that its most sensitive IP remains protected under controlled release conditions.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>When a business depends on third-party software to run its core operations, the vendor's continued existence and willingness to provide support are existential dependencies that most organizations never formally protect. If the licensor files for bankruptcy, is acquired by a competitor, or quietly winds down without filing for anything, the licensee is left operating software it cannot maintain, patch, or modify — with no legal path to the source code needed to keep it running. The consequences range from regulatory non-compliance and operational downtime to forced emergency migrations costing hundreds of thousands of dollars. A source code escrow agreement converts that unmanaged dependency into a documented, enforceable contingency plan. For enterprise buyers, regulated industries, and any organization running mission-critical software on a vendor platform with fewer than several hundred employees, this agreement is not a precaution — it is a baseline operational risk control. This template gives you a structured, attorney-reviewed starting point that closes the most common drafting gaps before they become crisis-point liabilities.\u003C/p>\n",1778773595845]