Awake Source Code Escrow Agreement
Specify deposits and restricted continuity rights in a three-party escrow arrangement.
- Entity and jurisdiction fit
- US software companies; state-specific adaptation required
- Binding posture
- Binding when completed and signed
- Variants
- Complete the stated selections
- Before use
- Each party’s own counsel must review and approve the document.
Awake Source Code Escrow Agreement
Commercial Terms
Depositor, beneficiary and escrow agent: [names/addresses]. Covered software/version: [schedule]. Deposit contents, build/dependency documentation and update cadence: [terms]. Verification and fees: [terms]. Release events, notice, objection and dispute procedure: [precise triggers]. Released-code license: [scope]. Contacts: [contacts].
1. Deposit and agent duties
Depositor supplies the actual source, build instructions, lawful dependency materials and necessary documentation listed in the schedule. Agent records receipt and performs only agreed verification; receipt alone does not prove buildability. Updates and verification frequency are express. Credentials are managed through an agreed secure process, not a public deposit index.
2. Release
Release occurs only on a completed trigger and the specified evidence, notice and objection process. Define objective service discontinuation or other continuity events, cure, disputed release handling and agent authority. Insolvency-related triggers require specific legal review; this document does not guarantee enforceability against bankruptcy limitations. Agent may not adjudicate broader contractual rights beyond its agreed function.
3. Restricted continuity license
Depositor grants Beneficiary the completed license effective upon lawful release to maintain the identified internal/customer service, with express hosting, modification, contractor and distribution boundaries. No unrestricted resale, public source release or IP ownership transfer occurs. Third-party rights and secrets remain subject to lawful restrictions; unsupported rights cannot be created by escrow.
4. Fees and duration
Allocate deposit, verification and release fees and payment default remedies. Termination must preserve any agreed beneficiary protection for the subscription period and define return/deletion. Agent confidentiality, liability, indemnity and dispute terms are [completed negotiated terms].
Signatures
Depositor: [authorized name, title, signature, date]. Beneficiary: [authorized name, title, signature, date]. Escrow agent: [authorized name, title, signature, date]. Main agreement and signed escrow schedules: [versions].
Companion documents
Data-room records: 07-04. See the mapping.