Software source code escrow agreement Clause Samples

Software source code escrow agreement. This introductory paragraph lists the date and the parties to this Agreement. We formatted this agreement uniquely to make it easy on others (judge, arbitrator(s), etc. God forbid) to readily understand who is involved, when the agreement begins and some basic summary background information. Effective Date [Date] between [Company Legal Name], (“[Company]”) a [State] [Corporation/Partnership/Sole Proprietorship/Resident], located at [Address] [City], [State] [Zip Code] and [Escrow Agent], (“Escrow Agent”) a [State] [Corporation/Partnership/Sole Proprietorship/Resident] located at [Escrow Agent Address]. Developer licenses the use of certain computer programs to certain users pursuant to license agreements. Continuous availability of such programs and maintenance thereof are critical to those users. Developer performs necessary maintenance and modification of its programs for its users without disclosing such documentation to them or other persons. Developer wishes to protect the integrity of its programs from duplication, theft or other misappropriation by maintaining them in strict confidence as trade secrets, and wishes to insure that maintenance for Developer’s software is available in the event Developer is unable or fails to fulfill its maintenance obligations or in the event Developer does not remain in business. Escrow Agent is in the business of providing third-party software escrow protection by storing, retaining and allowing limited access to proprietary computer software, related media and materials.