Software escrow agreements
An escrow agreement, drafted not templated.
Set the terms before anyone deposits materials. A software escrow agreement identifies the parties, defines their obligations, and explains when a beneficiary may request access. Start with the commercial relationship, then choose the structure, release procedure and rights that fit it.
Four decisions before you sign.
Use the agreement to resolve these questions while both parties can review the terms.
Put the requirements in writing.
A deposit schedule turns a broad promise into obligations the parties can check. Define what is covered, when updates are due and what the beneficiary is allowed to do after release. See source code escrow for the technical materials a recovery team may need.
- Covered software and versions
- Required deposit materials
- Delivery and update schedule
- Selected verification scope
- Rights and limits after release
- Notice and dispute procedure
Running SaaS, where source code alone won't keep you live? See SaaS escrow →
Specify what verification must prove.
The agreement should distinguish receipt of a deposit from technical testing. Select the evidence you need, then name that service and its scope in the contract.
These are examples of verification scope, not numbered service packages. Verification is not automatic on every deposit. Confirm the selected service and fees in your agreement. 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?
Identify the parties, covered software, deposit schedule, update duties, selected verification, fees, release conditions, notice and objection procedure, rights on release, and governing law. The escrow agreement should fit the underlying license or commercial arrangement; it does not replace that contract.
What are the release conditions in a software escrow agreement?
Release conditions are the events defined in the agreement, such as a vendor ceasing business or failing to meet specified support obligations. The contract should also state how a beneficiary requests release, what evidence and notices are required, how objections are handled, and what use is permitted afterward. Bankruptcy requires attention to the applicable law and license terms.
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.
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