X

Thank you for sharing!

Your article was successfully shared with the contacts you provided.
In situations in which a software licensee does not have direct access to source code, a source code escrow agreement can permit access if certain conditions are met. For example, most source code escrow clauses provide a description of deposit materials, a trusted third party or escrow agent, a set of deposit procedures and a trigger (e.g., bankruptcy) for release of the deposit materials. Because software systems are frequently updated, the escrow deposit can lag behind or otherwise fail to reflect the licensed software. This can be problematic if an escrow release is triggered and licensee has to rebuild a production system from an outdated escrow deposit. The following language requires a licensor to refresh an initial source code deposit to ensure that the escrow materials reflect the latest production code release: When and if LICENSOR provides LICENSEE with any new release or update of the Licensed Software, including any and all modifications to the Licensed Software, LICENSOR shall within thirty (30) days deposit with the Escrow Agent a corresponding Source Escrow Deposit for the Licensed Software, and transmit to LICENSEE notice of such delivery. John F. Greco is an associate in the New York office of Brown Raysman Millstein Felder & Steiner LLP. This sample clause is intended to serve solely as an exemplar and may need to be modified to conform to the legal requirements of your jurisdiction. It in no way constitutes legal advice.

This content has been archived. It is available exclusively through our partner LexisNexis®.

To view this content, please continue to Lexis Advance®.

Not a Lexis Advance® Subscriber? Subscribe Now

Why am I seeing this?

LexisNexis® is now the exclusive third party online distributor of the broad collection of current and archived versions of ALM's legal news publications. LexisNexis® customers will be able to access and use ALM's content by subscribing to the LexisNexis® services via Lexis Advance®. This includes content from the National Law Journal®, The American Lawyer®, Law Technology News®, The New York Law Journal® and Corporate Counsel®, as well as ALM's other newspapers, directories, legal treatises, published and unpublished court opinions, and other sources of legal information.

ALM's content plays a significant role in your work and research, and now through this alliance LexisNexis® will bring you access to an even more comprehensive collection of legal content.

For questions call 1-877-256-2472 or contact us at [email protected]

 
 

ALM Legal Publication Newsletters

Sign Up Today and Never Miss Another Story.

As part of your digital membership, you can sign up for an unlimited number of a wide range of complimentary newsletters. Visit your My Account page to make your selections. Get the timely legal news and critical analysis you cannot afford to miss. Tailored just for you. In your inbox. Every day.

Copyright © 2020 ALM Media Properties, LLC. All Rights Reserved.