Software Escrow Agreement | UK

Introduction

This Software Escrow Agreement template is designed to assist UK software developers in placing source code in escrow. It ensures that customers who rely on uninterrupted access to the software's source code for their business operations can do so securely and reliably.

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. The licensee requires continuous availability of the source code, which is considered a critical component of its business.

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.