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Technology Escrow Agreement

Technology Escrow Agreement Template for Canada

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Key Requirements PROMPT example:

Technology Escrow Agreement

"I need a Technology Escrow Agreement to protect our proprietary AI software source code, with quarterly verification requirements and specific release conditions triggered by our company's insolvency or cessation of business operations, planned to take effect from March 2025."

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Document background
The Technology Escrow Agreement serves as a critical risk management tool in technology transactions, particularly relevant in Canadian business environments where software, intellectual property, and technical documentation form core business assets. This agreement is typically used when a company (beneficiary) relies heavily on another company's (depositor's) technology for its operations and needs assurance of continued access to source code or other critical materials under specific conditions. The document establishes the legal framework for depositing these materials with a neutral third party (escrow agent), defining precise terms for verification, maintenance, and release. It's essential for scenarios involving mission-critical software licenses, SaaS arrangements, or custom technology solutions, providing business continuity protection while safeguarding the technology owner's intellectual property rights under Canadian federal and provincial laws.
Suggested Sections

1. Parties: Identifies the three main parties: technology owner (depositor), beneficiary, and escrow agent

2. Background: Context of the agreement, including reference to the underlying technology license or service agreement

3. Definitions: Defines key terms including Deposit Materials, Release Conditions, Verification, and Technical Specifications

4. Deposit Obligations: Details what materials must be deposited, format requirements, and update obligations

5. Escrow Agent Services: Outlines the basic services provided by the escrow agent including storage and security measures

6. Release Conditions: Specifies circumstances under which the deposited materials will be released to the beneficiary

7. Release Procedures: Step-by-step process for requesting and executing a release of materials

8. Verification Procedures: Process for confirming completeness and usability of deposited materials

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Fees and Payment: Payment terms for escrow services and responsibility for costs

11. Term and Termination: Duration of agreement and circumstances for termination

12. Warranties and Indemnities: Representations and warranties of each party and indemnification obligations

13. General Provisions: Standard legal provisions including notices, governing law, and dispute resolution

Optional Sections

1. Deposit Verification Testing: Detailed procedures for technical verification testing, used when parties require specific testing protocols

2. Duplicate Storage: Provisions for maintaining duplicate copies at separate locations, used for enhanced security

3. International Transfer Provisions: Required when materials may need to be transferred across borders

4. Source Code Compilation: Specific provisions for compiling source code, used when software is a key component

5. Update Verification: Procedures for verifying updates to deposited materials, important for actively developed technology

6. Third Party Code: Provisions dealing with third-party components, used when the technology includes third-party elements

7. Bankruptcy Specific Provisions: Enhanced provisions dealing with bankruptcy scenarios, used when insolvency is a particular concern

Suggested Schedules

1. Schedule A - Deposit Materials Description: Detailed list and description of all materials to be held in escrow

2. Schedule B - Technical Verification Requirements: Specific technical requirements and procedures for verification testing

3. Schedule C - Fee Schedule: Detailed breakdown of all fees and payment terms

4. Schedule D - Release Request Form: Standard form for requesting release of materials

5. Schedule E - Deposit Update Form: Form for documenting updates to deposited materials

6. Schedule F - Contact Information: Detailed contact information for all parties and authorized representatives

7. Appendix 1 - Technical Documentation Requirements: Specifications for required technical documentation

8. Appendix 2 - Security Protocols: Detailed security measures for storing and handling deposited materials

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions





































Clauses































Relevant Industries

Information Technology

Software Development

Banking and Financial Services

Healthcare Technology

Manufacturing Technology

Telecommunications

Cloud Services

Enterprise Software

Government Technology

Critical Infrastructure

Defense Technology

Artificial Intelligence and Machine Learning

Relevant Teams

Legal

Information Technology

Software Development

Information Security

Risk Management

Procurement

Executive Leadership

Compliance

Intellectual Property

Business Development

Operations

Finance

Relevant Roles

Chief Technology Officer

Chief Information Officer

Legal Counsel

IP Attorney

Software Development Manager

IT Director

Risk Manager

Procurement Manager

Contract Manager

Information Security Officer

Technology Licensing Manager

Business Development Director

Chief Executive Officer

Chief Financial Officer

Escrow Services Manager

Technology Compliance Officer

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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