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Escrow Agreement IT Software
"Need an IT Software Escrow Agreement for our custom payroll software developed by a local Philippine vendor, with standard release conditions and quarterly deposit updates starting January 2025; we're a medium-sized company wanting basic protection in case the developer becomes insolvent."
1. Parties: Identifies the software developer/owner, beneficiary (licensee), and escrow agent
2. Background: Explains the context of the agreement, including the existence of a software license agreement and need for escrow protection
3. Definitions: Defines key terms including Software, Source Code, Escrow Materials, Release Events, and other technical terms
4. Deposit of Escrow Materials: Details what materials will be deposited, format, and deposit procedures
5. Escrow Agent's Duties: Outlines responsibilities for storing, protecting, and releasing the escrow materials
6. Verification Procedures: Specifies processes for verifying completeness and accuracy of deposited materials
7. Release Conditions: Defines circumstances under which the escrow materials will be released to the beneficiary
8. Release Procedures: Details the process for requesting and executing a release of materials
9. Intellectual Property Rights: Confirms ownership and licensing of the software and escrow materials
10. Fees and Payments: Specifies escrow service fees and payment responsibilities
11. Term and Termination: Defines agreement duration and termination conditions
12. Confidentiality: Establishes confidentiality obligations for all parties
13. General Provisions: Standard clauses including notices, governing law, dispute resolution, and amendments
1. International Transfer Provisions: Required when parties are in different countries, addressing cross-border data transfer and compliance
2. Enhanced Security Measures: Additional security requirements for highly sensitive software
3. Disaster Recovery: Specific procedures for backup and recovery of escrow materials
4. Third-Party Dependencies: Handling of third-party components and dependencies in the software
5. Source Code Updates: Specific procedures for regular updates to the escrowed materials
6. Audit Rights: Rights and procedures for auditing the escrow materials and agent's facilities
7. Insurance Requirements: Specific insurance requirements for the escrow agent or other parties
1. Schedule A - Escrow Materials Description: Detailed list and description of all materials to be held in escrow
2. Schedule B - Technical Verification Procedures: Step-by-step procedures for verifying the completeness and functionality of escrow materials
3. Schedule C - Fee Schedule: Detailed breakdown of all fees and payment terms
4. Schedule D - Deposit Procedures: Technical specifications for how materials should be prepared and deposited
5. Schedule E - Contact Information: Detailed contact information and escalation procedures for all parties
6. Appendix 1 - Release Request Form: Standard form for requesting release of escrow materials
7. Appendix 2 - Deposit Form: Standard form for documenting new deposits or updates to escrow materials
Authors
Information Technology
Banking and Finance
Healthcare
E-commerce
Manufacturing
Telecommunications
Government
Education
Insurance
Business Process Outsourcing
Legal
Information Technology
Procurement
Risk Management
Compliance
Software Development
Information Security
Vendor Management
Business Development
Operations
Chief Technology Officer
Legal Counsel
Software Development Manager
IT Director
Procurement Manager
Contract Manager
Information Security Officer
Risk Management Officer
Compliance Officer
Business Development Manager
Chief Information Officer
Intellectual Property Lawyer
Technology Procurement Specialist
Software Licensing Manager
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