Software Escrow Agreements Drafting

Summary

This practice note sets out the legal issues and key terms to be considered in the drafting of a software escrow agreement, which is a contract between a customer, a software developer and an escrow agent in which the escrow agent agrees to provide a secure location for the storage of the developer's source code and other reference material and to provide it to the customer if the developer becomes unable to provide support for the software. It also provides tips for negotiating the agreement.