Software Escrow Agreement | UK

Place source code in escrow with this Software Escrow Agreement template for UK software developers.

• The Escrow Agreement is pursuant to software licence and maintenance agreements between the developer (licensor) and a customer (licensee) who requires uninterrupted availability of the source code as an essential element of its business.
• The licensor will deposit the source code, documentation and related materials with the escrow agent following development, and will deposit upgrades to the software each time modifications are made.
• The escrow agent will hold the materials in escrow until such time as it is instructed to release them in accordance with the agreement.
• If the escrow agent's fees are not paid, the agent has the right to terminate the agreement and destroy the escrowed materials.
• The escrow agent incurs no liability under the agreement except for wilful misconduct or gross negligence.
• The agreement includes a deposit form to be used by the licensor each time materials are deposited into escrow.
• This Escrow Agreement template is governed by English law.