A well-drafted Escrow Agreement will:

  • Provide for the security of the software's source code
  • Provide for the release of the source code upon default
  • Provide for the release of the source code upon termination of the Escrow Agreement
  • Provide for settlement of disputes


Information & Benefits:
The following information and benefits is what distinguishes us from other online providers.

In order to secure the source code for the subject software and to provide for the retention, administration and controlled access to such proprietary materials, the parties may agree to deliver and deposit such source code with an Escrow Agent. Any Escrow is the legal right (usu. to property) held by some third party (Escrow Agent) for the benefit of the first (usu. Grantor) and second (usu. Grantee) contracting parties which is released by the Escrow to one of the two contracting parties upon the satisfaction (or, alternatively, the failure) of some condition stipulated in the Escrow Agreement.

Source Code

The code with which the developer creates the software. This code is editable and reveals the script language from which the application is made. This is the most important aspect of the software and remains with an Escrow Agent in the form of a master copy.

Escrow Agent

The Parties authorize the Escrow Agent to keep and preserve a master copy of the source code in its possession until relinquished according to the terms of this Section.
A master copy is usually the portable memory storage device that contains the software's source code and any accompanying documentation that may be retained by the Escrow Agent according to the escrow provisions herein.

Escrow Fees

The Escrow Agent should not be required to perform any service, including the release of the Master Copy, unless the payment for escrow services and any outstanding balances owed to the Escrow Agent are paid in full. If fees are not timely paid, the Escrow Agent may reserve the right to terminate the Escrow and retain the Master Copy as security against payments due.

Deposit and Acceptance of Master Copy

The Master Copy and any accompanying documentation should be conspicuously labeled prior to deposit with the Escrow Agent. Verifying that the Master Copy meets the specifications which may be set out in a separate agreement should be the responsibility of the parties to that agreement.

Release & Termination
By Default
If a party defaults under the Escrow Agreement, and such default remains uncured for an agreed upon period after notice thereof, the complaining party has the right to notify Escrow Agent of such default and request that the Master Copy then on deposit be delivered to it. Within ten (10) business days after such written notice and request has been given to the Escrow Agent, the Escrow Agent shall provide a copy of the notice to the alleged defaulting party. From the date the Escrow Agent mails the copy of the notice to the alleged defaulting party, the alleged defaulting party has ten (10) business days to deliver to Escrow Agent written statements which represent that a default has not occurred or has been cured. If the alleged defaulting party denies such default or states that the default has been cured, the Escrow Agent shall submit a copy to the complaining party and notify both parties that a dispute exists and that the Escrow Agent shall continue to store the deposited materials without release pending joint instructions or specific instructions from a dispute resolution proceeding or by order of a court of competent jurisdiction. If the alleged defaulting party acknowledges default or otherwise does not respond to the notice of default within the time allotted, then the Escrow Agent is authorized to release and make delivery of the Master Copy then held by the Escrow Agent to Dynamic according to the provisions herein. Upon release of the deposited materials, the Escrow Agreement and the escrow relationship created there from terminates. The Escrow Agent may act in reliance upon any instruction, instrument, or signature reasonably believed to be authentic by the Escrow Agent.

Term & Termination

The initial term of the escrow may be for a period of one year. Thereafter, provided that all escrow fees have been paid in full, the escrow term can automatically renew for successive year-to-year periods. The Escrow Agent reserves the right to terminate the escrow relationship, for any reason, by providing the parties 30 days written notice of its intent to terminate the relationship.

Termination Upon Joint Demand

Escrow Agent may release or destroy the deposited materials pursuant to a written joint demand of disposition by both parties.


In the event any part, portion or provision or paragraph of this Prenuptial Agreement is declared void or invalid by any legislative act or judicial determination, the remaining portions of this Prenuptial Agreement shall not be affected and thereby it shall remain in full force and effect and be binding upon the parties hereto.

Mediation and Arbitration

Mediation and Arbitration should always specify a location in Client's jurisdiction (preferably, in the same county where they run their business). Mediation is a non-binding way to settle the dispute quickly and amicably. If unable to settle in mediation, arbitration is first option available. Arbitration is the preferred alternative to litigation because of speed, cost, and ability to maintain low profile (no info is publically available).

Governing Law

Always stipulate that the contract will be governed under whatever law the Client ordinarily conducts business. Always make sure that venue and jurisdiction are as convenient to client as possible.

No Modification or Waiver

No modifications except those specifically agreed upon by the parties in writing. Any waiver of a term or provision will not act as a waiver of any other provision.

Entire Agreement

This agreement constitutes the entire agreement of the parties and may be modified only in a writing executed by both parties.


Notices should always list the current and best addresses where each party may contact the other for whatever reason.


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Spiegel & Utrera, P.A. : Affordable Agreements. Custom-Fit Contracts.

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