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Software Escrow Agreement | USA
Set up an escrow to hold source code during the term of a license with this comprehensive Software Escrow Agreement for USA based developers.
- Purpose of Agreement. The escrow is being set up in connection with software licence and maintenance agreements between the developer and a customer (licensee) who requires uninterrupted availability of the source code as an essential element of its business.
- Escrowed Materials. The developer 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.
- Role of Escrow Agent. The escrow agent will hold the materials in escrow until such time as it is instructed to release them in accordance with the agreement.
- Ownership. The developer retains ownership of all escrowed materials. The licensee's interest is limited to that of a licensee only.
- Indemnification. The developer and the customer both indemnify the escrow agent against all liability, damages or costs arising from its acting as escrow agent.
- Governing Laws. This legal document is intended for use within the U.S. and makes reference to laws of the United States.
- How to Get the Form. You can download the MS Word document immediately after you purchase it. Other formats are available on request.
$14.99
Software Escrow Arrangement Clauses
Insert these optional escrow clauses into a Software Maintenance Agreement, to stipulate the terms for escrow of the software.
- An escrow arrangement gives a level of comfort to customers who license the software that if the developer ceases to operate its business or fails to honor its obligations, the source code will be released to the customer.
- If the customer has paid its fees under the agreement, the supplier will provide the name and address of the escrow agent with whom it keeps a copy of its current working source code and object code.
- Any software customized for the customer is not kept in escrow.\
- These Software Escrow Arrangement clauses do not contain references to specific laws of any country.
$6.29
$5.99
Software License and Development Agreement | USA
Develop software for a client and license it back to them under this Software License and Development Agreement for U.S. software developers.
- The developer will develop a software system for the client and grant them a non-transferable, non-exclusive perpetual license to use the system.
- Any affiliate of the client may license the system, at no additional cost, by agreeing in writing to be bound by the terms of the License Agreement.
- The developer retains all rights to the system (including all proprietary intellectual property rights), and to all modifications and enhancements, but the client retains all rights to the name of the system.
- Any of the developer's personnel who will be performing services at the client's facility must clear the client's security requirements and will be supervised by the client's personnel.
- The developer indemnifies the client against all liability and claims and agrees to pay all costs and damages arising from any claim of infringement and against all claims, damages and costs arising from any act of negligence, willful misconduct or dishonesty of an employee of the developer or its subcontractors.
- There are mutual confidentiality provisions for both parties.
- The developer will not be liable for any consequential damages. The developer's maximum liability will be limited to the total amount of fees paid by the licensee.
- The developer will keep a complete up-to-date copy of the source code in escrow with a designated escrow agent. The licensee will have access to the source code in certain circumstances, for instance, if the developer ceases doing business or files for bankruptcy.
- This legal form is governed by US laws.
- The contract template is available as a downloadable Microsoft Word document.
$29.99