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.
Includes the draft or markup, up to three rounds of exchanges with opposing counsel, and the execution version. Includes up to three negotiation rounds and execution, so the agreement is signed rather than merely drafted.
Frequently asked questions
The fee covers the draft or the redline, as the posture requires, up to three rounds of negotiation with the other side's counsel, and signature-ready execution versions and a closing checklist. It is fixed at this scope: one deposit. 3 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 3 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.
$3,575 is $325/hour × 11 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 $3,575 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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