Contra Costa California Source Code Escrow Agreement

State:
Multi-State
County:
Contra Costa
Control #:
US-KWP-0032
Format:
Word; 
Rich Text
Instant download

Description

This form is a Source Code Escrow Agreement. The form provides that as compensation for the services to be performed by the escrow agent, the licensee will pay the escrow agent a certain fee which is due at the time of execution of the agreement. The document also provides that neither the escrow agreement, nor any rights, liabilities or obligations may be assigned by the escrow agent without the prior written consent of the licensee and the licensor.

A Contra Costa California Source Code Escrow Agreement is a legally binding contract between a software developer or vendor and a user or licensee of that software. This agreement ensures that the user has access to the source code of the software in case certain predetermined events occur, such as the developer going out of business, discontinuing support, or failing to meet contractual obligations. The primary purpose of a Contra Costa California Source Code Escrow Agreement is to protect the user's investment and safeguard their ability to maintain, modify, or enhance the software in the event that the developer becomes unable or unwilling to provide necessary support. Different types of Contra Costa California Source Code Escrow Agreements include: 1. Single Beneficiary Escrow Agreement: This type of agreement is the most common and straightforward. It involves a software developer or vendor depositing their source code with a trusted third-party escrow agent. The escrow agent holds the source code securely and releases it to the user only under specific conditions outlined in the agreement. 2. Dual Beneficiary Escrow Agreement: This type of agreement extends the benefits of source code access to both the user and the developer. In addition to providing the user with access, the developer may also request access to the source code under certain circumstances, such as the user's failure to meet payment obligations. 3. Multi-Licensee Escrow Agreement: This agreement is suitable when a software vendor has multiple licensees or users. It allows the vendor to deposit the source code with an escrow agent, granting access to all licensees in the event of specific trigger events. This type ensures fairness and consistent availability of the source code to all involved parties. The Contra Costa California Source Code Escrow Agreement typically includes key elements such as identification of the parties involved, a detailed description of the software and source code, conditions triggering the release of the source code, the deposit and release process, escrow agent responsibilities, and any fees associated with the escrow service. In Contra Costa County, California, the use of Source Code Escrow Agreements ensures that both software developers and users have a mutually beneficial arrangement that provides security, stability, and access to crucial source code in uncertain circumstances.

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FAQ

A source code escrow agreement typically instructs the agent to release the source code to the licensee if and when a specified event occurs, such as the licensor becoming insolvent or defaulting on its maintenance obligations under the principal license agreement.

Source code escrow is a type of "middleman agreement" between software providers and customers to ensure that software applications and platforms are maintained regardless of any changes that may happen to the vendor. It involves the vendor sharing the source code with an escrow agent.

A software escrow is a service that helps protect all parties involved in a software license by having a neutral 3rd party escrow agent hold source code, data, and documentation until a mutually-agreed-upon event occurs.

Why do I need a Software Escrow Agreement? For End Users of business-critical applications, a Software Escrow Agreement protects you against the developer of your business-critical applications no longer being able to support their applications.

"In escrow" is a type of legal holding account for items, which can't be released until predetermined conditions are satisfied. Typically, items are held in escrow until the process involving a financial transaction has been completed. Valuables held in escrow can include real estate, money, stocks, and securities.

An escrow is a financial agreement in which a third party controls payments between two parties and only releases the funds involved once a contract's terms are met. This third party temporarily holds money, paperwork, or other assets for a transaction on their behalf.

The escrow agreement generally includes, but is not limited to, information about the escrow agent's identity, the funds in escrow, and the acceptable use of funds by the agentfeff.

Most escrow agreements are put into place when one party wants to make sure the other party meets certain conditions or obligations before it moves forward with a deal. For instance, a seller may set up an escrow agreement to ensure a potential homebuyer can secure financing before the sale goes through.

An escrow agreement refers to a contract that outlines the terms and conditions of a transaction for something of value such as a bond, deed, or asset which is held by a third party until all conditions have been met.

Source code escrow is the deposit of the source code of software with a third-party escrow agent. Escrow is typically requested by a party licensing software (the licensee), to ensure maintenance of the software instead of abandonment or orphaning.

More info

Economic Conditions in the County and the State . This Advisory is not meant to be a complete source of information on all matters which can become issues in real property purchase and sale contracts.School environments, including technology and air conditioning. What is software escrow and source code escrow? When negotiating a software license at one point a prudent licensee will ask, "What happens if the software vendor goes out of business? 311 results — Positions within this class vary in the degree of difficulty and responsibility. Appendix D: Sample of a Software Escrow Agreement . Stay up to date with the latest news and tips regarding the escrow process.

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Contra Costa California Source Code Escrow Agreement