FORM 12-3 Source Code Escrow Agreement
Introductory Note
This is a sample Source Code Escrow Agreement. The basic concept of an escrow is that a neutral third party (here called the “Escrow Agent”) holds a software product’s source code – and will release it to the licensee only in situations where there is a compelling need for it, such as the Depositor ceasing business operations.
It is conventional to call the vendor the “Depositor” because it is the party that “deposits” the source code with the Escrow Agent. In this form, the licensee is referred to as the “Beneficiary” because it obtains the benefit of the escrow arrangement.
Usually the Escrow Agent for a source code escrow is a specialized company known as an escrow house. These companies ...
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