Sample Escrow Clauses

Our standard agreement (pdf / word/ html) defines:

Escrow Materials as Source Code for [insert details]/As specified in the Master Agreement

In the absence of an appropriately drafted Master Agreement some Customers prefer wording such as:

Escrow Materials includes, without limitation, all the materials necessary to build, modify, maintain, operate and distribute in the easiest manner possible the software/hardware supplied pursuant to the Master Agreement including:

• Source code deposited in a version which contains all source code repository information;
• Current binaries;
• supplier compilers and tools;
• all third party compilers and tools necessary (other than those for which Customer has approved in writing are not required);
• all necessary Dongles;
• documentation in native electronic formats including, without limitation, all:
  • requirements documentation;
  • architecture documentation;
  • data models;
  • object models;
  • circuit layouts;
  • schematics and wiring diagrams;
  • build and manufacturing notes;
  • release notes and test notes;
  • deployment and installation manuals; and
  • user documentation;
• all test software, frameworks and harnesses and data used to test the software; and
• all operating system software used to operate the software (other than those for which Customer has approved in writing are not required).

• Ideally all the required materials should be set out in a schedule and supported by warranties and indemnities under the Master Agreement.
• Please also note that this sample clause is no substitute for customised technical and legal advice specific to your circumstances.
• How do I make a deposit?
• What do I include in the deposited materials?