Canadian software suppliers, make sure you get paid – use this template to prepare a Source Code Escrow Agreement.

The Escrow Agreement is between a software developer / programmer / supplier, a customer and a party acting as the escrow agent. Provisions of the Agreement include:

• Pursuant to a software license granted by the supplier to the customer, the supplier places in escrow certain program source code and documentation.


• The source code will remain in escrow until the customer has paid all amounts owing to the supplier with respect to the software.


• The form includes a Certificate of Supplier certifying that the materials placed in escrow are complete and reflect the most recent version of the source code.


• Also included is a Certificate of the Customer to be used if the supplier defaults under the Agreement.

This Canada Source Code Escrow Agreement is provided in MS Word format and is fully editable to fit your circumstances.