This form is a Source Code Escrow Agreement. The form provides that as compensation for the services to be performed by the escrow agent, the licensee will pay the escrow agent a certain fee which is due at the time of execution of the agreement. The document also provides that neither the escrow agreement, nor any rights, liabilities or obligations may be assigned by the escrow agent without the prior written consent of the licensee and the licensor.
Wayne Michigan Source Code Escrow Agreement
Category:
State:
Multi-State
County:
Wayne
Control #:
US-KWP-0032
Format:
Word;
Rich Text
Instant download
Description
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FAQ
Escrow agreements provide security by delegating an asset to an escrow agent for safekeeping until each party meets his or her contractual obligations.
A source code escrow agreement typically instructs the agent to release the source code to the licensee if and when a specified event occurs, such as the licensor becoming insolvent or defaulting on its maintenance obligations under the principal license agreement.
The escrow agreement is a contract entered by two or more parties under which an escrow agent is appointed to hold in escrow certain assets, documents, and/or money deposited by such parties until a contractual condition is fulfilled.
Software Escrow Agreements permit an independent specialist to hold and test a copy of your applications source code to make sure it is accurate, complete and can be compiled independently in the event of vendor failure.
Basically, a tripartite escrow agreement is when the prime contractor establishes an escrow account in a federally insured financial institution and enters into a tripartite escrow agreement with the financial institution, as escrow agent, and all of the suppliers of labor and material.
Software escrow is usually requested by the buyers, who intend to ensure the continuity of the software maintenance over time, even if the software house that has developed the application goes out of the business or fails to maintain and update the code.
The Tri-Party Agreement is a legally binding agreement consisting of 2 main documents. The "Legal Agreement" itself which describes the roles, responsibilities and authority of the three agencies, or "Parties", in the cleanup, compliance and permitting processes.
Source code escrow is the deposit of the source code of software with a third-party escrow agent. Escrow is typically requested by a party licensing software (the licensee), to ensure maintenance of the software instead of abandonment or orphaning.
When should I use a software escrow? The software vendor is not financially stable. The software vendor could go out of business. The software vendor might, willingly or not, discontinue maintenance and support of the software. The software vendor might, willingly or not, not breach its maintenance or support obligations.
A source code escrow agreement typically instructs the agent to release the source code to the licensee if and when a specified event occurs, such as the licensor becoming insolvent or defaulting on its maintenance obligations under the principal license agreement.