USA software developers, prepare Software Escrow Agreements for the escrow of source code with this comprehensive template.

The Escrow Agreement is pursuant to software licence and maintenance agreements between the owner of the software (licensor) and a licensee who requires uninterrupted availability of the source code as an essential element of its business. Key provisions of the Agreement include:

• 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.


• The licensor remains the owner of all escrowed materials. The licensee's interest is limited to that of a licensee only.


• The licensor and licensee indemnify the escrow agent against all liability, damages or costs arising from its acting as escrow agent.

This USA Software Escrow Agreement is provided in MS Word format, and is fully editable to fit your specific circumstances. Buy the form once, and it's yours to use as often as required.