A New York User Oriented Source Code Escrow Agreement is a legal contract that safeguards the interests of software users by ensuring access to the source code of a software application in case of certain predetermined events. It provides a mechanism for securing the rights of the users and addressing potential risks associated with software development, such as bankruptcy, acquisition, or breach of contract by the software provider. This agreement is specifically tailored to meet the needs of users in New York, taking into account the state's laws and regulations. It aims to protect the intellectual property rights of the software provider while ensuring that users have access to the source code when necessary. The New York User Oriented Source Code Escrow Agreement typically includes the following key elements: 1. Parties Involved: It identifies the software provider, the user, and the escrow agent responsible for holding and releasing the source code. 2. Scope of the Agreement: It defines the software application covered by the agreement, specifying version numbers, updates, and modifications. 3. Escrow Deposit: It explains the process of depositing the source code with the escrow agent, including detailed instructions on how the code should be delivered and maintained. 4. Release Conditions: It sets forth the specific events or triggers that would allow the user to access the source code, such as bankruptcy of the software provider, abandonment of development, or failure to meet contractual obligations. 5. Verification Process: It outlines the procedures for verifying the integrity and completeness of the deposited source code, ensuring that it is usable and up to date. 6. Rights and Licenses: It states the rights and licenses granted to the user for using the source code in certain scenarios, such as non-exclusive or limited usage rights during specified events. 7. Intellectual Property Rights: It addresses issues related to intellectual property, including restrictions on reverse engineering, confidentiality, and any third-party rights associated with the source code. 8. Dispute Resolution: It establishes the mechanism for resolving any disputes arising from the agreement, such as mediation, arbitration, or litigation, in accordance with New York state laws. Different types of New York User Oriented Source Code Escrow Agreements may include variations depending on the specific requirements of the software application or industry. For example, there could be tailored agreements for financial software, healthcare software, or government contracts, each addressing the unique needs and compliance standards of those sectors. In summary, a New York User Oriented Source Code Escrow Agreement is a comprehensive legal document that ensures users' access to the source code of a software application in specified circumstances, providing security and peace of mind to both software users and providers in the state of New York.