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Escrow Agreement IT Software Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Escrow Agreement IT Software is essential for businesses operating in the Philippines that rely on critical software applications. This agreement is typically used when a company (beneficiary) depends significantly on software provided by a developer and needs assurance of continued access to source code under specific circumstances. The agreement, governed by Philippine law and compliant with local regulations, provides a secure mechanism for depositing source code and related materials with a trusted third-party escrow agent. It becomes particularly relevant in scenarios involving mission-critical applications, custom software solutions, or when the software provider is a smaller or overseas company. The document includes comprehensive provisions for deposit procedures, release conditions, verification processes, and the responsibilities of all parties involved, while ensuring compliance with Philippine intellectual property and electronic commerce laws.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses



























Relevant Industries

Information Technology

Banking and Finance

Healthcare

E-commerce

Manufacturing

Telecommunications

Government

Education

Insurance

Business Process Outsourcing

Relevant Teams

Legal

Information Technology

Procurement

Risk Management

Compliance

Software Development

Information Security

Vendor Management

Business Development

Operations

Relevant Roles

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

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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