Source Code Escrow Agreement

# Source Code Escrow Agreement This **Source Code Escrow Agreement** (this "Agreement"), effective as of the date of last signature (the "Effective Date"), is entered into by and among: **Licensor:** ___________, a ___________ organized under the laws of ___________ ("Licensor"); **Licensee:** ___________, a ___________ organized under the laws of ___________ ("Licensee"); and **Escrow Agent:** ___________, a ___________ organized under the laws of ___________ ("Escrow Agent"). Licensor and Licensee are each referred to herein individually as a "Party" and collectively as the "Parties." All three signatories are collectively referred to as the "Participants." ## Recitals WHEREAS, Licensor and Licensee have entered into, or are concurrently entering into, a software license agreement dated ___________ (the "License Agreement") under which Licensor licenses certain software to Licensee; WHEREAS, Licensee requires access to the source code of the licensed software as a condition of business continuity protection, and Licensor is willing to deposit such source code with the Escrow Agent on the terms set forth herein; WHEREAS, the Escrow Agent is willing to hold such deposit and to release it solely upon the occurrence of the Release Conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Participants agree as follows. ## 1. Definitions 1.1 **"Deposit Materials"** means all source code, build scripts, configuration files, third-party library lists and versions, developer documentation, compilation and build instructions, test suites, database schemas, cryptographic keys (excluding keys that are solely operative in the Licensor's production environment), and any other materials reasonably necessary to compile, build, maintain, and support the Software in the absence of Licensor's participation, as more fully described in **Exhibit A**. 1.2 **"Software"** means the software product(s) licensed to Licensee under the License Agreement, as identified in **Exhibit A**. 1.3 **"Release Condition"** has the meaning set forth in Section 5. 1.4 **"Update"** means any new or revised version of the Deposit Materials that Licensor delivers to the Escrow Agent pursuant to Section 3. ## 2. Appointment of Escrow Agent The Parties hereby appoint the Escrow Agent to receive, hold, maintain, and release the Deposit Materials in accordance with this Agreement, and the Escrow Agent accepts such appointment. ## 3. Initial Deposit and Updates 3.1 **Initial Deposit.** Within ___________ calendar days after the Effective Date, Licensor shall deliver the complete Deposit Materials to the Escrow Agent in a format specified in **Exhibit A**. The Escrow Agent shall provide written confirmation of receipt within five (5) business days.