Legal Forms

Place software into escrow with this comprehensive Software Escrow Agreement for Canadian software developers.

• Parties. The escrow is being set up in conjunction with software licence and maintenance agreements between a developer and a customer (licensee) who requires uninterrupted availability of the source code as an essential element of its business.
• Terms of Escrow. 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 of Materials. The developer remains the owner 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.
• Scope of Law. This is a U.S. legal document intended for use within 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.

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

Purpose of the Agreement

The Escrow Agreement is established in connection with software license and maintenance agreements between the developer, referred to as the licensor, and the customer, known as the licensee.

This Software Escrow Agreement ensures that licensees who rely on uninterrupted access to the software's source code for their business operations can do so securely and reliably.

Deposit of Source Code and Materials

Upon completion of development, the licensor is required to deposit the source code, accompanying documentation, and any related materials with the designated escrow agent. Additionally, the licensor must deposit any upgrades to the software following each modification.

Role of the Escrow Agent

The escrow agent is responsible for holding the deposited materials in escrow. The agent will retain custody of these materials until instructed to release them according to the terms specified in the agreement.

Fees and Termination

If the escrow agent's fees are not paid as agreed, the agent reserves the right to terminate the agreement and destroy the materials held in escrow.

Liability of the Escrow Agent

The escrow agent shall not incur any liability under the agreement except in cases of willful misconduct or gross negligence.

Deposit Form

The agreement includes a deposit form, which the licensor must complete each time materials are deposited into escrow.

Governing Law

This Escrow Agreement template is governed by English law, ensuring that all terms and conditions are interpreted and enforced under the relevant legal framework.

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.

Don't take changes with your intellectual property rights. Protect yourself with this Software Evaluation Nondisclosure Agreement for Australia.

• Before you allow anyone to test your software products for evaluation purposes, make sure they sign this Nondisclosure Agreement.
• The evaluator agrees not to disclose any confidential or proprietary information with respect to the software being evaluated.
• The evaluator also agrees to promptly return all information and materials to the developer at the completion of the evaluation.
• The Software Evaluation Nondisclosure Agreement is a downloadable legal form governed by the laws of Australia. It can be used in any state or territory.
• Available in MS Word format.

Protect your intellectual property rights during evaluation of a software app with this Nondisclosure Agreement for Canadian software developers.

• The party evaluating the software (evaluator) agrees not to disclose any confidential and/or proprietary information with respect to the software app under review.
• The evaluator also agrees to promptly return all information and materials to the developer when it completes the evaluation.
• This Software Evaluation Nondisclosure Agreement is a Canadian legal form that can be used across Canada except in the Province of Quebec, where a French language version may be required.
• The template is available as a MS Word document and is easy to download, edit and use.

Canadian software developers can use this legal contract template to prepare an in-depth Software Licence and Development Agreement for a client.

• The developer agrees to develop a software product for the client and grants the client a non-transferable, non-exclusive perpetual license to use the product in their business.
• The client may sublicense the product to its affiliates at no additional cost. The affiliates must agree in writing to be bound by the terms of the Agreement.
• The developer retains all rights to the product and to all modifications and enhancements. The client owns the rights to the name.
• Any of the developer's employees or contractors who will be performing services at the client's facility must obtain security clearance and will be supervised by the client's personnel.
• The developer will indemnify the client against all liability, claims, costs and damages from infringement claims or from actions or inactions of the developer's employees and contractors.
• 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 client.
• Each calendar quarter during the term of the Agreement, the developer will place a complete up-to-date copy of the source code in escrow with a designated escrow agent. The client will have access to the source code in certain circumstances, for instance, if the developer ceases doing business or files for bankruptcy.
• The Agreement is governed by Canadian intellectual property laws and can be used across Canada except in Quebec where a French language version may be required.
• The Software License and Development Agreement template is available as a fully editable Microsoft Word document.

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.

Don't provide software maintenance to customers without a written contract. Use this template Software Maintenance Agreement for Canadian vendors.

• The dealer will provide standard maintenance, custom enhancement, on-site support and training services for the software.
• The dealer's standard maintenance package includes correction of substantial defects, periodic updates, and phone support.
• Ownership of the software remains with the dealer, including all enhancements and updates.
• This is a Canadian legal form that can be used in most provinces and territories except Quebec, where a French language version may be required.
• The document is available in MS Word format. Other formats are available on request.

Prepare a Software Publishing Agreement between a publisher and a developer with this customizable contract template.

• The developer is defined as the author of the work.
• The developer grants the publisher exclusive worldwide rights to the software product and the right to register copyright and trade marks with respect to the product.
• The developer agrees to indemnify the publisher against any claims arising from any breach or misrepresentation by the developer.
• The developer is responsible for testing the software prior to publishing. The developer agrees to be available for 90 days after publication for support of the product.
• This Software Publishing Agreement is a generic legal form that can be used in most jurisdictions.
• Buy, download, and easily customize the template for each developer you work with.

Use this comprehensive Software Specifications Agreement template to set the terms and conditions for development of an integrated software package.

• Software Development. The developer will develop integrated solutions software for a client for resale to its customers.
• Functional Specifications. The parties will jointly prepare a set of functional specifications for the software. The developer is responsible for delivery of specifications within the time frames agreed upon.
• Testing. The client will provide test data and acceptance tests. The client agrees to purchase the software and documentation if it passes the acceptance tests.
• Acceptance. Once the client has accepted the detailed specifications, the developer will start coding and debugging, and developing the documentation.
• Support. The developer agrees to provide ongoing support.
• Governing Laws. This is a generic legal contract which does not contain references to the laws of any specific country. It can be easily modified for use in any jurisdiction.
• How to Obtain the Form. After you purchase it you will be able to download the MS Word template.