Canada 3-Party Software Escrow Agreement

Prepare a 3-Party Software Escrow Agreement with this easy-to-use template for Canadian software developers.

• The parties to the Agreement are (i) the developer, (ii) the licensee (customer) and (iii) the escrow agent, who will hold the source code in escrow for the duration of a license agreement between the developer and the licensee.
• The licensee will have conditional access to the source code as part of its business, and the developer will have access in order to continue its ongoing support of the software.
• The developer will update the materials in escrow after each upgrade or new release of the software.
• The escrow agent has the right to terminate the Agreement and destroy the escrow materials if its fees are not paid within 30 days of coming due.
• The developer and the licensee jointly indemnify the escrow agent against claims or damages arising from the Agreement.
• The licensee can request that the source code be released if the developer is in breach of its obligations under the license agreement.

This Canada 3-Party Software Escrow Agreement template is available in MS Word format, and is fully editable to fit your specific circumstances.