Source Code Escrow (IT)

United States

Updated: Nov 06, 2021

17 clauses

The Edge Law Firm

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The Edge Law Firm

Law firm

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Key description

  • This is an agreement whereby a party (the Depositor) deposits a software source code with an escrow agent to be held in custody in favor of another party (the Beneficiary) following the entry into of a license agreement between the parties. Although designed for use in the US, this form may be adapted for use in other jurisdictions.




Covered clauses


  • Purpose of This Agreement

  • Certain Definitions

  • Deposit in Escrow

  • Definition of Release Condition

  • Release from Escrow

  • Arbitration

  • Delivery by Escrow Agent to Depositor

  • Ownership of Source Materials

  • License Upon Release to Beneficiary

  • Subpoenas

  • Warranties of Depositor

  • Liability Limitation of Escrow Agent

  • Indemnity

  • Certain Disputes

  • Verification

  • Fees and Term

  • Miscellaneous

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