SOFTWARE ESCROW AGREEMENT

This Software Escrow Agreement (the "Agreement") is dated [DATE], by and between [SOFTWARE_DEVELOPER] ("Developer") and [END_USER] ("User"), collectively referred to as the "Parties", and [ESCROW_AGENT] ("Escrow Agent").

WHEREAS, Developer has developed certain proprietary software, hereinafter called "Software", identified in Exhibit A;

WHEREAS, User desires to use the Software and Developer agrees to allow User to use Software under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEPOSIT OF SOFTWARE

1.1 Developer hereby agrees to deliver to Escrow Agent the source code and associated documentation (the "Deposit Material") of the Software, a detailed description of which is set forth in Exhibit A, within [TIME_FRAME] days of the Effective Date.

2. RELEASE OF DEPOSIT MATERIALS 

2.1 The Deposit Materials shall be released from escrow only upon the occurrence of any of the following release conditions as defined in Exhibit B, or as required by law.

3. DUTIES OF ESCROW AGENT

3.1 The Escrow Agent shall act only as a depositary of the Deposit Materials and is not obligated to verify the content, validity or effectiveness of the Deposit Materials. 

4. INDEMNITY

4.1 The Parties agree to indemnify and hold harmless Escrow Agent from any and all claims, liabilities, damages, expenses, or losses arising from its performance under this Agreement.

5. TERM AND TERMINATION

5.1 This Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party upon [TERMINATION_NOTICE_PERIOD] days written notice.

6. GOVERNING LAW AND VENUE

6.1 This Agreement shall be governed by the internal substantive laws of the [JURISDICTION], without regard to its conflict of laws principles.

7. SEVERABILITY 

7.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect.

8. ENTIRE AGREEMENT 

8.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings or agreements (oral or written), between the Parties about the subject matter of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

____________________________    ___________________________
[SOFTWARE_DEVELOPER]           [END_USER]


Signature                        Signature

____________________            
[ESCROW_AGENT]

Signature

**Exhibit A**

**Description of Software**

**Exhibit B**

**Release Conditions**