Key Legal Issues In Software Escrow Agreements: A Guide For Licensors And Licensees

Software escrow is a mechanism through which a software's source code is deposited with a neutral third-party escrow agent. This is commonly used in licensing arrangements where the licensee wants to ensure they can maintain and operate the software if the licensor becomes unable or unwilling to provide ongoing support or maintenance. The escrow agreement sets out the conditions under which the source code will be released to the licensee.

Understanding the intricacies of software escrow agreements is crucial for both licensors and licensees, who have distinct concerns when entering these agreements. Below, we delve into the key legal issues from both perspectives.

For the Licensor: Protecting Intellectual Property