New York Master Escrow Source Code Master Agreement

• Category: Contracts - Escrow
• State: Multi-State
• Control #: US-0635BG
• Format: Word; Rich Text

Description

An Escrow of Source Code clause in a software license agreement provides for an arrangement whereby source code (together with periodic updates) may be deposited with a trusted third party, allowing the code to be released to the Licensee in the event tha The New York Master Escrow Source Code Master Agreement is a comprehensive legal document that outlines the terms and conditions for the use and protection of source code placed in escrow. It is primarily designed to provide an extra layer of security and assurance to both software licensors and licensees in the event of unforeseen circumstances. This agreement serves as a legally binding contract between the software licensor (the party providing the source code) and the software licensee (the party receiving the source code). It governs the procedures and obligations related to the deposit, release, and use of the source code held in escrow by a trusted third-party agent. The New York Master Escrow Source Code Master Agreement is specifically designed to comply with the laws and regulations of the state of New York. It signifies that both parties agree to submit any disputes arising from the agreement to the exclusive jurisdiction of New York courts. Some essential elements typically included in the New York Master Escrow Source Code Master Agreement are: 1. Definition of Terms: The agreement defines various terms such as "escrow agent," "source code," "escrow materials," and "release conditions" to ensure clarity and understanding between the parties involved. 2. Deposit Mechanism: This section outlines the procedures for depositing the source code into escrow, including the required format, documentation, and access restrictions. 3. Release Conditions: The agreement specifies the circumstances under which the source code may be released from escrow to the licensee. These conditions often include scenarios such as bankruptcy, breach of contract, or failure to provide software support. 4. Escrow Agent Responsibilities: The roles and responsibilities of the escrow agent, including their fiduciary duties, maintenance of confidentiality, and dispute resolution procedures, are outlined to ensure impartial handling of the escrow materials. 5. Licensee Rights and Obligations: This section outlines the rights of the licensee to access and use the source code in specific situations. It may include restrictions on modification, duplication, or redistribution of the source code. 6. Termination and Repayment: The agreement stipulates the termination process and the refund of any fees paid by the licensee in case of early termination or fulfillment of the agreement's release conditions. It's important to note that there may be various types or versions of the New York Master Escrow Source Code Master Agreement, each tailored to specific industries, software types, or contractual arrangements. These variations can address unique requirements or include additional clauses that govern software licensing, intellectual property rights, or other relevant aspects.

The New York Master Escrow Source Code Master Agreement is a comprehensive legal document that outlines the terms and conditions for the use and protection of source code placed in escrow. It is primarily designed to provide an extra layer of security and assurance to both software licensors and licensees in the event of unforeseen circumstances. This agreement serves as a legally binding contract between the software licensor (the party providing the source code) and the software licensee (the party receiving the source code). It governs the procedures and obligations related to the deposit, release, and use of the source code held in escrow by a trusted third-party agent. The New York Master Escrow Source Code Master Agreement is specifically designed to comply with the laws and regulations of the state of New York. It signifies that both parties agree to submit any disputes arising from the agreement to the exclusive jurisdiction of New York courts. Some essential elements typically included in the New York Master Escrow Source Code Master Agreement are: 1. Definition of Terms: The agreement defines various terms such as "escrow agent," "source code," "escrow materials," and "release conditions" to ensure clarity and understanding between the parties involved. 2. Deposit Mechanism: This section outlines the procedures for depositing the source code into escrow, including the required format, documentation, and access restrictions. 3. Release Conditions: The agreement specifies the circumstances under which the source code may be released from escrow to the licensee. These conditions often include scenarios such as bankruptcy, breach of contract, or failure to provide software support. 4. Escrow Agent Responsibilities: The roles and responsibilities of the escrow agent, including their fiduciary duties, maintenance of confidentiality, and dispute resolution procedures, are outlined to ensure impartial handling of the escrow materials. 5. Licensee Rights and Obligations: This section outlines the rights of the licensee to access and use the source code in specific situations. It may include restrictions on modification, duplication, or redistribution of the source code. 6. Termination and Repayment: The agreement stipulates the termination process and the refund of any fees paid by the licensee in case of early termination or fulfillment of the agreement's release conditions. It's important to note that there may be various types or versions of the New York Master Escrow Source Code Master Agreement, each tailored to specific industries, software types, or contractual arrangements. These variations can address unique requirements or include additional clauses that govern software licensing, intellectual property rights, or other relevant aspects.