Software escrow agreement
The software escrow agreement is a contract between a licensor of software, a licensee (that is, the company licensing the software), and an escrow agent. The escrow agent acts as a neutral, unbiased third party who can hold the source code and distribute it to the licensee or return it to the software company based on the terms of the software agreement.
The agreement covers the subject and scope of the escrow. Which particular software and how much of the related source code is to be included in the escrow. As the software is updated while in escrow, the newly updated versions of the source code should replace older versions being held in escrow so that the latest version is the one being held at the time of bankruptcy.
Which conditions that cause the software to be released to the licensee are also stated in the agreement. Common conditions are bankruptcy or the cancellation of a software project. The agreement also expresses what the licensee is allowed to do with the source code after it is obtained, which is usually limited in nature, and will not allow the commercial selling of the software.