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Software Source Code Escrow Agreement


Overview
- The Software Source Code Escrow Agreement protects licensees of a software program.  It places the developer's source code in escrow, so that licensees may retrieve it if the developer goes out of business or otherwise becomes unable to provide software support.
- The developer places the source code, and all of the documentation necessary to maintain that program, with a third party.  This third party is known as an "escrow agent" and charges the developer a fee to keep the source code in escrow.
- Designated licensee users are granted the right to retrieve the materials so that they can arrange for continued support.  This right is customarily triggered by either the developer's bankruptcy or insolvency, a judgment that developer has failed to provide the required support, or if the developer ceases to provide maintenance.
- If a licensee exercises its right to retrieve the materials, this does not mean that the licensee owns the materials.  The licensee's rights are still the same as those provided in the license agreement.  Retrieving the materials does not enlarge those rights.

When You Need It
- To place computer software programs and related materials in escrow, for the benefit of licensee users of the programs.  
- The agreement sets up certain situations where a program user is entitled to retrieve the source code and related materials from the escrow agent to ensure the continued operation of the program.


Getting Started

You will need:
- Name and address of escrow agent.
- Name and address of developer.
- List of all software products being place in escrow and fees being charged.
- List of all authorized users who will have access to the materials in escrow.

When to Review and Revise 
- To correct the information contained in the agreement.
- To draft another Software Source Code Escrow Agreement.