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Escrow agreements

Dependable software escrow agreements built for resilient systems

Safeguard your business-critical software through a clear legal structure, tailored terms, and SLAs that our in-house escrow specialists draw up for you.
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Software resilience does not rest on optimism or a handshake. Where no clear, enforceable agreement exists, your software, along with the business that runs on it, remains open to delay, dispute, and added risk.

What is a software escrow agreement?

A software escrow agreement is an arrangement between three parties: the software supplier, the customer, and an independent escrow agent. It supports software resilience by setting out precisely how and when vital software assets, such as source code, are released under secure conditions.

Protection covers all parties to the arrangement:

Software suppliers demonstrate dependability, lower their legal exposure, and satisfy customer requirements.
Customers keep running even when a supplier stops delivering, supporting, or replying.
All parties operate under one clear legal structure that keeps confusion and hold-ups at bay.
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It is a legal arrangement, though not the kind your team is equipped to manage

Escrow is a legal matter. It is equally technical, operational, and vital to compliance. A specialist is what it takes to draw those threads together.
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Generic contracts don’t account for technical realities and evolving risks.
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 In-house legal departments often lack escrow expertise.
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Outside counsel takes time and money you may not always have.

Let Codekeeper take the risk off your plate with straightforward, dependable software escrow agreements

Escrow specialists who turn your agreement around in under 24 hours

Two-party, three-party, and multi-party arrangements

Release terms built to safeguard everyone with a stake

Legal SLAs shaped around your compliance, security, and legal requirements, and drawn up under English law

See how Codekeeper works

Your software, your rights and your resilience all stay protected with us.

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“Codekeeper really came through for us when we were onboarding an enterprise customer for our SaaS business. Having them in the mix made the customer feel so much more at ease, and honestly, it saved us about 5,000 EUR we didn't have to spend on lawyers to set up the escrow agreement.”
Paul T. *
Senior Managing Director
* Pseudonym used to maintain customer confidentiality.
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Off-the-shelf software escrow agreement templates for every situation

Every system, and every agreement, is different. That is why we build escrow templates to purpose, each matched to particular business risks, release terms, and compliance requirements.

Download "Software licensing sample" for free!

*E-book available only in English

Download "Software development outsourcing sample" for free!

*E-book available only in English

Download "Compliance & regulations sample" for free!

*E-book available only in English

Download "Security & operational resilience" for free!

*E-book available only in English

Download "Transactions, M&A, investment & financing" for free!

*E-book available only in English

Need a bespoke escrow agreement? Our legal team will draft one for you.

When your escrow needs are complex, span multiple parties, or answer to particular regulations, our legal team will build a tailored arrangement around your exact requirements.

Create a custom software escrow agreement

Use this form to customise our escrow agreement to your specific situation. Our legal team will review your information and send you a draft agreement that you can modify as needed.
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Three simple steps from exposure to resilience

1

Select which agreement you need

Begin from a template, or ask us for a fully bespoke draft built around your situation.

2

Define your release triggers

We work with you to pin down the release conditions, confirm who does what, and secure signoff from all parties.

3

Lodge your deposits and switch on your escrow

Your source code and any other agreed assets stay protected inside our digital vaults.

SAMPLE

Software escrow agreement with full annotations

See a genuine software escrow agreement in which our experts annotate every clause, flag the potential risks, and lay out your options to customise.
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*E-book available only in English
Claim your annotated escrow agreement

Frequently asked questions

What is a software escrow agreement?
A software escrow agreement is a contract linking a software supplier, the customer, and a neutral third party. It sets out when and how essential software assets, such as source code or documentation, become accessible should the business relationship change.
What are some common trigger events for a source code release?
Common escrow release triggers cover missed support obligations, a supplier entering administration or liquidation, and an acquisition that disrupts ongoing access. You set these out yourself when you agree your escrow terms.
Do I need a lawyer to draw up my escrow agreement?
No. Codekeeper supplies the legal structure and walks you through setting up your escrow. You will not need your own solicitor unless you would prefer one.
Can I customise the terms and conditions of my escrow agreement?
Yes. You are free to set your release triggers, bring in further parties, or shape the agreement around your compliance or operational needs.
Can I include multiple parties in the same agreement? 
Yes. Codekeeper handles multi-supplier and multi-customer arrangements, so you can name more than one beneficiary on a single escrow agreement. Setups like these suit complex deals, partner networks, or shared platforms.
What makes Codekeeper secure?
Codekeeper works to ISO 27001 security standards. Every deposit is encrypted with AES256, access stays tightly restricted through MFA, and our infrastructure satisfies global compliance benchmarks.
Can I transfer my existing software escrow agreement to Codekeeper?
Yes, you can bring your existing software escrow agreement across to Codekeeper. We review the agreement you already hold, revise it where needed, and handle any further changes the move calls for.
How much does a software escrow agreement cost?
Software escrow agreements typically cost between £50 and £5,000 a year, set by the number of applications covered and whether verification is part of the plan. Codekeeper pricing for a single application begins at roughly £129 per month. All plans and options are laid out on our pricing page.
Which jurisdiction governs a Codekeeper software escrow agreement?
The governing jurisdiction is yours to choose, and English law is available for UK agreements. Codekeeper's in-house legal team drafts your software escrow agreement and returns it within 24 hours.
What happens to my escrow agreement if my supplier enters administration?
Administration, like liquidation, counts as a defined release trigger in your agreement. Once that trigger is met and verified, the agreed assets are released to the beneficiary so operations can carry on without interruption.

Let's build bulletproof software resilience together.

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