The Software Escrow Agreement is essential in software licensing relationships where the licensee (beneficiary) relies critically on the licensed software for their operations. This document, governed by Indonesian law, provides security for the beneficiary while protecting the software owner's intellectual property. It is particularly vital when the software is custom-developed, business-critical, or when the licensee needs assurance of continued access to source code in specific scenarios such as the licensor's bankruptcy or breach of maintenance obligations. The agreement details deposit requirements, verification procedures, release conditions, and the escrow agent's responsibilities, all within the framework of Indonesian regulations including the ITE Law (Law No. 11 of 2008) and Copyright Law (Law No. 28 of 2014). Typically used alongside software license agreements, it serves as a risk mitigation tool for both parties.
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1. Parties: Identifies the three main parties: the software owner/depositor, the beneficiary, and the escrow agent
2. Background: Explains the context of the agreement, including the existence of the software license agreement between owner and beneficiary
3. Definitions: Defines key terms used throughout the agreement, including 'Deposit Materials', 'Release Conditions', and 'Verification Testing'
4. Appointment of Escrow Agent: Formally establishes the escrow agent's role and their acceptance of the appointment
5. Deposit Requirements: Details what materials must be deposited, including source code, documentation, and build instructions
6. Deposit Procedures: Specifies how and when deposits should be made, including initial deposit and updates
7. Verification of Deposit Materials: Outlines the process for verifying the completeness and accuracy of deposited materials
8. Release Conditions: Defines the circumstances under which the escrow materials will be released to the beneficiary
9. Release Procedures: Details the process for requesting and executing a release of the deposit materials
10. Rights and Obligations: Specifies the ongoing rights and obligations of each party
11. Fees and Expenses: Details the escrow service fees and responsibility for payment
12. Confidentiality: Establishes confidentiality obligations for all parties regarding the deposit materials
13. Term and Termination: Specifies the duration of the agreement and conditions for termination
14. Liability and Indemnification: Sets out liability limitations and indemnification obligations
15. General Provisions: Contains standard boilerplate clauses including governing law, notices, and amendment procedures
1. Multi-Party Beneficiary Provisions: Used when multiple beneficiaries are party to the escrow arrangement
2. International Transfer Provisions: Required when the agreement involves cross-border transfer of materials or international parties
3. Verification Testing Services: Detailed procedures for technical verification of deposits, used when comprehensive testing is required
4. Dispute Resolution: Alternative dispute resolution procedures, used when parties prefer specific arbitration or mediation processes
5. Data Protection: Additional provisions for handling personal data, required when deposit materials contain personal data
6. Intellectual Property License: Special licensing terms for release conditions, used when standard license terms need modification
7. Force Majeure: Detailed force majeure provisions, important for international agreements or high-risk jurisdictions
1. Schedule 1 - Deposit Materials: Detailed list of all materials to be deposited, including specific versions and components
2. Schedule 2 - Technical Verification Requirements: Specific procedures and criteria for verification testing of deposit materials
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees and payment terms
4. Schedule 4 - Contact Information: List of authorized contacts and notice details for all parties
5. Schedule 5 - Deposit Update Requirements: Specifications for timing and content of deposit updates
6. Appendix A - Form of Release Request: Standard form for requesting release of deposit materials
7. Appendix B - Verification Test Report Template: Standard format for reporting results of verification testing
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