Software Source Code Escrow Agreement — Long Form (Customer Side)
A detailed Software Source Code Escrow Agreement written for the customer, the document that puts source code in escrow with release conditions a licensee can actually invoke when a vendor fails.
Built for a deal important enough that the back-half provisions will actually be read. The complete protective provision set for a transaction where the downside justifies negotiating every term.
Frequently asked questions
The fee covers the finished document, filing-ready or send-ready as applicable, the supporting exhibits or attachments described in the scope, and a short cover memorandum explaining the choices made. It is fixed at this scope: one deposit. 2 rounds of revisions are included. If your matter falls outside that scope we tell you before starting and quote the difference — we do not bill past a flat fee without agreeing it first.
1 to 2 weeks from a complete set of instructions, plus time for the 2 rounds of revisions included in the fee. If you are working to a court deadline or a closing date, tell us when you order and we will confirm in writing whether we can meet it before you commit.
$3,425 is $325/hour × 10.5 hours — the time this deliverable takes in an ordinary software matter, at the firm's standard rate. Because it is a flat fee, the risk of the work running long sits with the firm: you pay $3,425 whether it takes us the estimate or twice it.
Third-party costs are never inside a flat fee and are passed through at cost, never marked up: court and agency filing fees, court reporter and transcript charges, expert witness fees, search vendor and e-discovery hosting charges, process server fees, and travel.
The business terms you have agreed so far, the counterparty and which side of the deal you are on, any existing draft, term sheet, or prior agreement, and your risk tolerance on the provisions that matter most to you. Send what you have — if something is missing we will tell you what else we need before the turnaround clock starts.
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End User License Agreement — Template and Playbook
A company-standard End User License Agreement form with fallback positions, covering the document that sets the terms on which end users may install and use your software, and the ones on which they may not.
Software Source Code Escrow Agreement — Long Form (Vendor Side)
A detailed Software Source Code Escrow Agreement written for the vendor, the document that puts source code in escrow with release conditions a licensee can actually invoke when a vendor fails.
End User License Agreement (Long Form)
A comprehensive End User License Agreement that sets the terms on which end users may install and use your software, and the ones on which they may not, with the full set of protective provisions a significant deal deserves.
Software Source Code Escrow Agreement — Negotiation and Closing (Customer Side)
Full customer-side negotiation of a Software Source Code Escrow Agreement, the document that puts source code in escrow with release conditions a licensee can actually invoke when a vendor fails, from first draft to closing.
Software Source Code Escrow Agreement — Negotiation and Closing (Vendor Side)
End-to-end representation of the vendor on a Software Source Code Escrow Agreement, the agreement that puts source code in escrow with release conditions a licensee can actually invoke when a vendor fails.