Free Source Code Escrow Agreement Template: Release Triggers & Terms
Create a professional source code escrow agreement with clear release conditions, escrow agent duties, and license rights.
Fill in the Form
Agreement Date
Licensor (Software Developer) Information
Licensee (Client) Information
Escrow Agent Information
1. Software Description
2. Escrow Deposit
6. Fees and Expenses
9. Governing Law
Preview
This Source Code Escrow Agreement ("Agreement") is entered into on [Date], by and between:
Licensor (Software Developer): [Full Legal Name / Business Name]
Address: [Address]
Contact: [Phone, Email]
Licensee (Client): [Full Legal Name / Business Name]
Address: [Address]
Contact: [Phone, Email]
Escrow Agent: [Escrow Agent Name]
Address: [Address]
Contact: [Phone, Email]
Collectively referred to as the "Parties."
1. Software Description
The Licensor agrees to deposit the source code and related documentation for the following software:
- Name: [Software Name]
- Version: [Version Number]
- Documentation: [List of manuals, technical docs, etc.]
2. Escrow Deposit
3. Release Conditions
The Escrow Agent shall release the source code to the Licensee upon the occurrence of:
- Licensor's bankruptcy or insolvency.
- Licensor's failure to maintain or support the software as per the license agreement.
- Mutual written consent of the Licensor and Licensee.
4. License Rights upon Release
Upon release, the Licensee shall receive a non-exclusive, non-transferable license to use, modify, and maintain the software solely for internal business purposes.
5. Escrow Agent Duties
The Escrow Agent shall:
- Securely store all deposited materials.
- Maintain confidentiality of source code.
- Verify the completeness of deposited materials upon request.
6. Fees and Expenses
All escrow fees shall be paid by: Licensor
7. Confidentiality
All source code and materials shall be treated as confidential and may not be disclosed except as permitted under this Agreement.
8. Term and Termination
This Agreement shall remain in effect until terminated by mutual agreement or upon expiration of the underlying software license agreement.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [State/Country].
10. Entire Agreement
This document constitutes the entire agreement between the Parties and supersedes all prior discussions regarding the escrow arrangement.
Signatures
Licensor:
Signature: ____________________________
Date: _________
Name/Title: _________________________________________
Licensee:
Signature: ____________________________
Date: _________
Name/Title: _________________________________________
Escrow Agent:
Signature: ____________________________
Date: _________
Name/Title: _________________________________________
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