Chapter 21

Source Code Escrow Agreements

CHECKLIST

What Type of Escrow?

  • □ Two-party

  • □ Three-party

  • □ Self-escrow

Release Conditions

  • □ Insolvency of vendor

  • □ Filing of voluntary or involuntary bankruptcy proceedings that remain undismissed

  • □ General assignment for the benefit of creditors

  • □ Ceasing to provide support and maintenance services

  • □ Breach of the license agreement

Key Issues to Be Addressed in Software License

  • □ Requirement that source code be escrowed

  • □ Identify approved escrow agent

  • □ Definition of “source code”

Identify release conditions

  • □ Require vendor to update the source code to reflect current version of the software

  • □ Identify all relevant fees and the responsible party

  • □ Include right to request verification services ...

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