The Source Code Escrow Agreement is a critical legal instrument used when organizations depend on third-party software for their operations and need to ensure business continuity. This agreement, structured under UAE law and compliant with Federal Law No. 1 of 2006 (Electronic Commerce and Transactions Law) and related regulations, establishes a secure arrangement where source code and related materials are deposited with a trusted third party. The document is typically employed when a company licenses business-critical software and needs assurance of continued access to the source code if specified trigger events occur, such as the software provider's bankruptcy or breach of maintenance obligations. The agreement details deposit procedures, verification requirements, release conditions, and the rights and obligations of all parties involved, while ensuring compliance with UAE's intellectual property and commercial laws.
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1. Parties: Identifies the key parties: depositor (software owner), beneficiary (licensee), and escrow agent
2. Background: Explains the context of the agreement, including the existence of a software license agreement and need for escrow
3. Definitions: Defines key terms used throughout the agreement, including Technical Information, Deposit Materials, Release Events, etc.
4. Deposit Obligations: Details the depositor's obligations regarding initial and ongoing deposits of source code and materials
5. Verification: Procedures for verifying the completeness and accuracy of deposited materials
6. Escrow Agent's Duties: Outlines the responsibilities and obligations of the escrow agent
7. Release Conditions: Specifies the events that trigger the release of escrow materials to the beneficiary
8. Release Procedures: Details the process for requesting and executing a release of materials
9. Confidentiality: Confidentiality obligations of all parties regarding the escrowed materials
10. Fees and Payments: Structure of fees, payment responsibilities, and payment terms
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Warranties and Indemnities: Warranties provided by each party and related indemnification provisions
13. General Provisions: Standard legal provisions including governing law, notices, assignment, etc.
1. Intellectual Property Rights: Detailed section on IP rights and licenses, used when complex IP arrangements exist
2. Dispute Resolution: Specific dispute resolution procedures, used when parties want detailed arbitration or mediation processes
3. Insurance Requirements: Details of required insurance coverage, used when significant liability risks exist
4. Multiple Beneficiaries: Provisions for managing multiple beneficiaries, used in complex licensing arrangements
5. Testing Procedures: Detailed procedures for testing deposited materials, used for complex software
6. Third-Party Materials: Provisions regarding third-party components, used when software includes significant third-party elements
7. Update Requirements: Specific requirements for updating deposited materials, used for rapidly evolving software
1. Schedule 1 - Deposit Materials: Detailed list of all materials to be deposited, including source code, documentation, and build instructions
2. Schedule 2 - Technical Verification Tests: Specific tests and procedures for verifying deposited materials
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees and payment terms
4. Schedule 4 - Release Request Form: Standard form for requesting release of materials
5. Schedule 5 - Deposit Form: Standard form for making deposits
6. Appendix A - Software Description: Detailed description of the software covered by the agreement
7. Appendix B - Build Instructions: Step-by-step instructions for building the software from source code
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