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Software Escrow Agreement Template
Use our free Software Escrow Agreement template to protect access to source code if a software vendor can’t support the product. Customize deposit requirements, release triggers, and verification — then download and print instantly.
SOFTWARE ESCROW AGREEMENT TEMPLATE FAQ
What is a software escrow agreement?
A Software Escrow Agreement is a contract among a software vendor, a customer (licensee), and an escrow agent. The vendor deposits source code and related materials with the escrow agent, and the escrow agent releases them to the customer only if specific “release events” occur — such as vendor bankruptcy or failure to support the software.
When should you use software escrow?
Use it when the customer relies on a vendor’s software for important operations and needs continuity protection if the vendor becomes unable or unwilling to maintain the product. It’s common for enterprise software, custom platforms, and long-term SaaS relationships with critical dependency.
What is usually deposited into escrow?
Typical deposits include source code, build scripts, documentation, installation instructions, keys (where appropriate), and sometimes a copy of the development environment or container images. This template includes an exhibit list so you can define exactly what gets deposited.
What is “verification” and why is it important?
Verification means checking that the escrow deposit is complete and usable (for example, that it can be built and deployed). Without verification, an escrow deposit may be incomplete or outdated. This template includes a verification option and an update schedule.
What are common release events?
Common triggers include insolvency or bankruptcy, discontinuation of support, material breach of maintenance obligations not cured after notice, or cessation of business. This template includes selectable release triggers and a notice/dispute process.
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