An escrow agreement, drafted not templated.
A software escrow agreement is only as good as its fit. Yours is drafted around your structure and your release conditions, so the protection actually fires in the situations you're worried about.
From draft to release.
Set up once, then mostly invisible until the day you need it.
A deposit that actually runs.
Escrow usually fails not from a missing deposit but an incomplete one. Yours holds what a new team would need to rebuild and run the software.
- Source code
- Build scripts & toolchain
- Dependencies
- Environment & config
- Credentials & keys
- Documentation & runbooks
Running SaaS, where source code alone won't keep you live? See SaaS escrow →
Find the gap before you need it.
Escrow you've never tested is a promise, not a guarantee. You choose how far to verify while a problem is still fixable.
Match the level to your risk. Verification is not automatic on every deposit; the top of the ladder is never standard or included by default. See verification options →
An agreement that fits your deal.
Real deals aren't one-size. Your agreement is drafted to match how yours is actually structured, not a form that almost fits.
One customer, one agreement
The most direct structure: one customer protected under one escrow agreement.
Many customers, one deposit
Cover many of your customers under a single managed deposit, without re-depositing for each.
Several vendors, held together
When your software leans on more than one vendor, protect the whole stack in one structure.
Need the source code specifically? See source code escrow → · Ready to draft one? Escrow agreement wizard →
Two vaults. One in a granite mountain.
Deposits are held in two physical, US-based vaults, one inside a granite mountain, monitored around the clock. The provider has to satisfy the people who approve the deal, and EscrowTech is the one their legal teams already recognize.
Escrow agreements, answered.
The questions vendors, licensees, and their counsel ask most often.
What is a software escrow agreement?
A software escrow agreement is the contract that sets up the escrow: a neutral third party holds the vendor's source code and the materials needed to rebuild the software, and releases them to the customer only if a condition written into the agreement is met.
What is included in a software escrow agreement?
The parties, the deposited materials, the release conditions, the verification level, the customer's rights on release, and the governing law. EscrowTech drafts the escrow agreement around your deal, not the underlying commercial contract.
What are the release conditions in a software escrow agreement?
The triggers that release the deposit, such as the vendor ceasing business, filing for bankruptcy, or failing to support the software. They are written to fire in the situations you are actually worried about.
Single-beneficiary or multi-beneficiary agreement?
A single-beneficiary agreement protects one customer under one agreement. A multi-beneficiary agreement covers many of a vendor's customers under one managed deposit, without re-depositing for each.
Who drafts the software escrow agreement?
EscrowTech's in-house counsel drafts the escrow agreement and stays neutral between the parties. It drafts the escrow arrangement, not the underlying commercial contract between the vendor and the customer.
How long does it take to put an agreement in place?
Most agreements are drafted, reviewed, and signed in about two weeks. Escrow being the slow part of a deal is usually a provider problem, not an escrow problem.
Does a software escrow agreement protect the vendor's source code?
Yes. The materials are deposited with EscrowTech as a neutral third party, not handed to the customer, and released only on the agreed conditions, so the vendor's source code and IP stay protected in the meantime.
Does a software escrow agreement hold up if the vendor goes bankrupt?
It is the practical mechanism for it. Under Section 365(n) of the U.S. Bankruptcy Code, a licensee's rights to the intellectual property depend on specific elections and on having the materials in hand, which is what escrow provides.
Priced to your risk.
You shouldn't have to guess what this costs. A software escrow agreement starts at $1,595 a year, priced to your structure and how far you verify, so you know what you're committing to before you begin. See pricing →
Make it safe to depend on.
Tell us what your software runs on. We'll structure the escrow and the verification around it.
Thanks, we've got it.
A member of our team will be in touch shortly.