The
most commonly negotiated, discussed and
edited part of an escrow agreement is the
section regarding Release Conditons.
Simply put, these are the terms agreed
upon by the Depositor and the
Beneficiary under which the Escrow Agent
may release or deliver a copy of the
escrow Deposit Materials to the
Beneficiary.In most cases,
fairly simple Release Conditions will
suffice and may include: 1) a written
verification that the Depositor has
ceased business operations or the
licensing/maintenance of the Deposit
Materials without a successor and/or 2)
written verification that the Depositor
has somehow materially failed to support
the Deposit Materials in breach of the
Parties' License Agreement. Customized
Release Conditions will be addressed in
the next issue.
If a Release Condition is
met, it is the Beneficiary's
responsiblity to nofity the escrow agent,
who then initiates the protocol for
release, which includes notices,
objection periods and other steps to be
taken before transferring posession of
the Deposit Materials (see future
installments of the escrow
advisor).
It is in the Parties' mutual
interest to include specific restrictions
and protocol for release. These terms
simultaneously protect the Developer's
intellectual property while ensuring the
Beneficiary's rightful access to the
Deposit Materials if and when a Release
Condition is met. If you think of a
software or technology license as a
"marriage license" between
Developer and Licensee, then the escrow
agreement is the "prenuptual
agreement". The mutually agreed-upon
Release Conditions address the worst-case
scenarios and define a contingency plan
for both Parties.
 
Contact
info@guard-it.com for
more information.
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1999-2008 Guard-IT Corporation. All
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