Which is the best software escrow agreement for your business in 2021?

Software escrow agreements are often required as an obligation under a software or SaaS license agreement in the United Kingdom (UK), USA, Canada, Europe, Australia, New Zealand, UAE and Saudi Arabia.

In order to identify which type of software escrow agreement is best for your business, you need to determine whether only source code and documentation is required or is the application SaaS hosted within AWS, Azure or GCP and may need additional components such as databases, deployment scripts, docker containers, config files and more.

Source Code software escrow agreements

A Single Beneficiary software escrow agreement is used to protect a licensed software application with a single developer and a single licensee as the beneficiary of the software escrow agreement. Under a Single Beneficiary software escrow agreement, only source code and documentation are usually deposited.

Escrow London has made available a library of template software escrow agreements for free download.

Follow the links below to download a template Single Beneficiary agreement under various legal jurisdictions:

Single Beneficiary software escrow agreement template – United Kingdom (UK)

Single Beneficiary software escrow agreement template – USA

Single Beneficiary software escrow agreement template – Canada

Single Beneficiary software escrow agreement template – Belgium (EU)

Single Beneficiary software escrow agreement template – Switzerland (Swiss law)

Single Beneficiary software escrow agreement template – Australia (NSW)

Contact us to request our agreements in Microsoft Word format or legal jurisdictions not listed above.

A Multi Beneficiary software escrow agreement is used to protect a licensed software application with a single developer and multiple licensees registered as beneficiaries. A master agreement is set up and signed with the developer and Escrow London. Each new beneficiary is registered under an individual Additional Beneficiary agreement signed by the beneficiary as an addendum to the master agreement. Multi Beneficiary agreements present some limitations in that the terms are set by the developer and usually can’t be modified once setup.  Under a Multi Beneficiary software escrow agreement, only the source code and documentation are usually deposited.

Follow the link below to download a template Multi Beneficiary agreement under UK jurisdiction, for other jurisdictions please contact us:

Multi Beneficiary software escrow agreement template – United Kingdom (UK)

 SaaS Escrow agreement templates

SaaS Escrow agreement templates are used for a software escrow agreement with SaaS-based applications usually hosted within AWS, Microsoft Azure and Google Cloud Platform. These agreements are more complex than a standard Single or Multi Beneficiary software escrow agreement and may include some or all of the following components:

  • Application source code
  • Documentation
  • Deployment scripts (such as Terraform, CloudFormation or Google Cloud deployment manager)
  • Databases
  • Config files
  • Access credentials
  • Proof of payment of hosting vendor invoices

The Escrow London SaaS Escrow agreements include various continuity options including:

  • Complete continuity of SaaS service provided by Escrow London for a pre-agreed period of time (usually 3 months);
  • Release of the components that make up the SaaS environment to the Beneficiary;
  • Release of the Access Credentials to the SaaS environment allowing the Beneficiary to gain access and either copy over the contents to another cloud hosting account or to request for the production cloud hosting account to be transferred to their ownership;
  • Continue to pay the invoices of the cloud hosting vendor to ensure uptime until a new vendor is sourced.

Follow the link below to download a sample template SaaS escrow agreement under UK jurisdiction. This is just a sample of a SaaS escrow agreement and the final agreement compiled is determined once the final selection of services has been confirmed. Please contact us for other jurisdictions:

SaaS escrow agreement template – United Kingdom (UK)

 

By | 2020-12-20T14:50:34+00:00 December 7th, 2020|News|0 Comments

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