Free UK Software Escrow Agreement Template

SOFTWARE ESCROW AGREEMENT

Tri-party (Depositor · Beneficiary · Escrow Agent)  ·  Simple Contract  ·  England And Wales  ·  2026-06-15

This Software Escrow Agreement (the "Agreement") is made on 2026-06-15 between Cobalt Analytics Ltd (Companies House No. 12345678) of 88 Old Street, London, EC1V 9HU (the "Depositor"), Meridian Finance Group plc (Companies House No. 09876543) of 20 Fenchurch Street, London, EC3M 3BY (the "Beneficiary"), and NCC Group Escrow Services Limited of XYZ House, Manchester, M15 4FN (the "Escrow Agent"). The Depositor licenses the Beneficiary to use the software described in clause 1 (the "Software") under the Software Licence and Support Agreement dated 1 April 2026 between the Depositor and the Beneficiary. To protect the Beneficiary's continued use of the Software in the event of certain triggers, the Depositor will deposit the source code and associated materials with the Escrow Agent; the Escrow Agent will hold them and, on the occurrence of a Release Event, release them to the Beneficiary for the limited purpose set out in this Agreement.

1.1 Software. The Software is Cobalt RiskOps Platform (version 4.2.0): A real-time market risk monitoring and stress-testing platform comprising 14 microservices, a React-based dashboard, a PostgreSQL primary store, a Kafka event bus and a Python-based analytics engine. Deployed as a Kubernetes-orchestrated workload on AWS eu-west-2.

1.2 Linked Licence. The Beneficiary uses the Software under the Software Licence and Support Agreement dated 1 April 2026 between the Depositor and the Beneficiary (the "Licence Agreement"). This Agreement supplements (and does not vary) the Licence Agreement.

1.3 Materials to be deposited. The Depositor shall deposit with the Escrow Agent: (a) the full source code of the Software; (b) all build scripts, environment configuration and tooling instructions required to compile and deploy the Software; (c) a manifest listing all open-source and third-party dependencies, including licence references and version numbers; (d) any associated documentation reasonably required to maintain the Software; and (e) test data and test cases reasonably required to verify the Software (together, the "Deposit Materials").

1.4 Initial deposit. The Depositor shall make the initial deposit on or before 2026-07-01.

1.5 Updates. The Depositor shall update the Deposit Materials on each material release or version update of the Software (and in any event no less than once every twelve (12) months). The Depositor warrants that each update reflects the then-current production version of the Software.

2.1 Verification level. Level 3 — Functional: the Escrow Agent shall, in addition to the Level 1 and Level 2 testing, demonstrate that the compiled executable runs and performs the principal functions described in the Specification.

2.2 Frequency. Verification shall be performed on each material deposit update (UK SME standard).

2.3 Cost. The Escrow Agent's verification fees shall be borne by the Beneficiary.

2.4 Verification report. The Escrow Agent shall issue a written report following each verification, setting out (a) the materials tested; (b) the steps taken; (c) any defects, omissions or anomalies found; and (d) (where Level 3 testing applies) the functional results. The report shall be supplied to the Depositor and the Beneficiary within twenty (20) Business Days of completion.

2.5 Remedy of verification failure. If verification identifies a material omission or defect, the Depositor shall, within thirty (30) days of the report, supply such additional or corrected materials as are necessary to remedy the omission or defect at its cost. If the Depositor fails to do so, the Beneficiary may treat that failure as a Release Event under clause 3.

3.1(a) Insolvency. The Depositor passes a resolution for winding up (other than for the purpose of solvent reconstruction or amalgamation), becomes the subject of a petition for compulsory winding up that is not stayed within twenty-eight (28) days, enters administration, has a receiver, administrative receiver or liquidator appointed over its assets or undertaking, enters a voluntary arrangement under Part I of the Insolvency Act 1986, is unable to pay its debts within the meaning of section 123 of that Act, or is the subject of an analogous process in any other jurisdiction.

3.1(b) Cessation of business. The Depositor ceases (or threatens to cease) to carry on its business or to support, maintain or develop the Software for a continuous period of 30 days, and fails to remedy that cessation within 14 days of written notice from the Beneficiary.

3.1(c) Support failure. The Depositor fails to provide the maintenance, support, update or warranty services it has agreed to provide under the Licence Agreement and that failure is not remedied within 30 days of written notice from the Beneficiary identifying the failure with reasonable particularity.

3.1(d) Material breach. The Depositor commits a material breach of the Licence Agreement that is not remedied within 30 days of written notice from the Beneficiary specifying the breach and (where capable of remedy) requiring its remedy.

3.1(e) Change of control. The Depositor is acquired by, merges with, or undergoes a change of control in favour of a person who is, or becomes within twelve (12) months of the acquisition, a direct competitor of the Beneficiary or an entity subject to UK or EU sanctions.

3.1(f) Additional trigger. A change of control of the Depositor resulting in the acquirer being a regulated financial-services firm in the same market segment as the Beneficiary.

3.2 Notice of Release Event. The Beneficiary shall serve written notice on the Escrow Agent and the Depositor, specifying the Release Event relied upon and providing reasonable supporting evidence. The Escrow Agent shall forward a copy of the notice to the Depositor without delay.

3.3 Depositor objection. The Depositor may, within 30 days of receipt of the notice, object to release by serving a counter-notice on the Beneficiary and the Escrow Agent setting out the grounds of objection in reasonable detail. If no objection is received in time, the Escrow Agent shall proceed to release the Deposit Materials.

3.4 Dispute resolution (Release Event). If the Depositor objects within the time limit in clause 3.3, the dispute shall be resolved by an independent IT Expert (a qualified software professional with at least ten (10) years of experience in the relevant technology, appointed jointly by the parties or, failing agreement, by the President of the British Computer Society) acting as expert and not arbitrator on an expedited basis (the parties to use reasonable endeavours to secure a determination within forty-five (45) days). The Escrow Agent shall hold the Deposit Materials pending the determination, and shall release them in accordance with that determination. The costs of the dispute resolution shall be borne by the unsuccessful party, save as the expert / arbitrator / court otherwise directs.

3.5 Release procedure. On valid release, the Escrow Agent shall, within ten (10) Business Days, deliver one (1) copy of the Deposit Materials to the Beneficiary in a format reasonably required by the Beneficiary, against a written undertaking from the Beneficiary to comply with clause 4 (Post-Release Use). The Escrow Agent shall retain a copy of the Deposit Materials for the period specified in clause 6.8 (post-termination retention).

4.1 Limited licence. Subject to this clause 4, the Depositor grants the Beneficiary on the occurrence of a Release Event a non-exclusive, non-transferable (save as expressly permitted), non-sublicensable (save as expressly permitted) licence to use, reproduce, adapt, modify, compile and operate the released Deposit Materials solely for the internal business purposes of the Beneficiary and any of its Affiliates (any entity controlling, controlled by or under common control with the Beneficiary).

4.2 Permitted third-party assistance. The Beneficiary may engage a reputable third-party IT services provider, on a written confidentiality undertaking equivalent to the Confidentiality clause of this Agreement, to assist with operating, maintaining, modifying or supporting the Software on the Beneficiary's behalf.

4.3 Sub-licensing. The Beneficiary may not sub-license, distribute, transfer or otherwise make the released Software or Deposit Materials available to any third party (save as expressly permitted by this clause).

4.4 Duration. The licence in this clause 4 continues for so long as the Beneficiary uses the Software for its own business purposes (the "Continuity Period"). On expiry of the Continuity Period the Beneficiary shall, at the Depositor's (or its successor's) reasonable request, destroy or return the released Deposit Materials and certify in writing that it has done so.

4.5 Prohibited acts. The Beneficiary shall not, and shall procure that its Affiliates and permitted third parties shall not: (a) commercialise, sell, license or otherwise exploit the released Software or Deposit Materials to or for any third party save as expressly permitted by clause 4.2 or 4.3; (b) remove or alter any proprietary notices in the Deposit Materials; (c) use the Deposit Materials to develop a competing product (other than to the extent reasonably necessary to maintain functional continuity of the Software for the Beneficiary's existing use); or (d) waive, prejudice or assign any of the Depositor's (or its successor's) underlying intellectual property rights in the Software.

4.6 IP ownership. The Depositor (or its successor-in-business) retains all intellectual property rights in the Software and the Deposit Materials. Nothing in this Agreement transfers ownership of any intellectual property to the Beneficiary.

5.1 Completeness warranty. The Depositor warrants to the Beneficiary that each deposit comprises all materials reasonably required to compile, build, operate and maintain the Software, and is current as at the date of deposit. The Depositor shall promptly remedy any omission or defect notified to it (whether by the Beneficiary, the Escrow Agent or a verification report) at its cost.

5.2 Build documentation. The Deposit Materials shall include comprehensive build instructions, environment configuration, dependency lists, deployment scripts and any tools or licences strictly necessary for an IT professional to compile and run the Software (the "Build Documentation").

5.3 Third-party dependencies. The Deposit Materials shall include a manifest disclosing all open-source and third-party dependencies (including licence references and version numbers). The Depositor warrants that no open-source dependency imposes obligations on the Software that would prevent the Beneficiary's permitted use under clause 4.

5.4 Background IP. On a Release Event, the Depositor (or its successor) grants the Beneficiary a perpetual, royalty-free, non-exclusive licence to use any Background IP of the Depositor (or its successor) that is required to operate, maintain, modify and support the Software, to the extent of the Beneficiary's permitted use under clause 4.

6.1 Neutral stakeholder. The Escrow Agent is appointed as a neutral stakeholder. It shall act in accordance with this Agreement and shall not be required to investigate the validity of any notice, the merits of any dispute or the underlying contractual position between the Depositor and the Beneficiary save as expressly required by this Agreement.

6.2 Escrow Agent obligations. The Escrow Agent shall: (a) hold the Deposit Materials in a secure UK or EEA storage facility under industry-standard physical and information security controls (ISO 27001 or equivalent); (b) provide the Verification Testing required by clause 2 (using reasonable care and skill — section 13 of the Supply of Goods and Services Act 1982); (c) notify each party of any material change to its terms of service no less than ninety (90) days before the change takes effect; (d) maintain professional indemnity and cyber insurance at commercially reasonable levels for an escrow agent of its size and reputation.

6.3 Limitation of Escrow Agent liability. Subject to clause 6.4, the Escrow Agent's aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to an amount equal to the fees paid by the party making the claim to the Escrow Agent in the twelve (12) months immediately preceding the event giving rise to the claim. Subject to clause 6.4, the Escrow Agent excludes liability for indirect or consequential loss, loss of profits, loss of business opportunity, loss of goodwill and loss of anticipated savings.

6.4 Excluded categories. The Escrow Agent does not limit its liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; (c) any liability that cannot lawfully be limited under section 3 of the Unfair Contract Terms Act 1977; or (d) breach of its obligations under the UK GDPR or the Data Protection Act 2018 in its capacity as a data processor (where clause 6.6 applies).

6.5 Fees. The Escrow Agent shall be entitled to: an initial deposit fee of £2,500, an annual maintenance fee of £3,500, and verification fees on a time-and-materials basis at the Escrow Agent's published rates. All Escrow Agent fees (initial deposit fee, annual fee and verification fees) shall be paid by the Depositor. Fees are exclusive of VAT, payable within thirty (30) days of invoice; late payment shall bear interest at the Bank of England base rate plus 8% per annum under the Late Payment of Commercial Debts (Interest) Act 1998.

6.7 ECCTA 2023 s.199 compliance. The Escrow Agent warrants that it has implemented reasonable procedures to prevent the facilitation of fraud by its associated persons (section 199 of the Economic Crime and Corporate Transparency Act 2023, live for large organisations from 1 September 2025) and shall apply those procedures to its services under this Agreement.

6.8 Post-termination retention. On expiry or termination of this Agreement, the Escrow Agent shall retain the Deposit Materials for a further period of 24 months. During that period, a Release Event arising from events occurring before termination may still trigger release. At the end of that period, the Escrow Agent shall destroy the Deposit Materials and certify destruction in writing to the parties — save where a Release Event has occurred and release has been completed.

Each party shall keep confidential, and shall procure that its directors, officers, employees, advisers and (where applicable) sub-contractors keep confidential, all information disclosed to it under this Agreement and identified as confidential or which a reasonable person would treat as confidential (including the Deposit Materials, the existence of any Release Event notice and the contents of any verification report). The duty does not apply to information that (a) is or becomes public other than through breach of this clause; (b) was lawfully in the party's possession before disclosure; (c) is required by law, court order or competent regulatory authority to be disclosed (subject to reasonable advance notice to the disclosing party where lawful); or (d) is independently developed without reference to the disclosed information. This clause survives termination and continues for a period of seven (7) years after termination.

This Agreement commences on the date written at the head of it and continues until the earlier of (a) termination by mutual written agreement of all parties; (b) termination by the Escrow Agent on six (6) months' written notice to the Depositor and the Beneficiary (in which case the Depositor and the Beneficiary shall use reasonable endeavours to appoint a replacement Escrow Agent); or (c) the destruction or return of the Deposit Materials following the expiry of any post-termination retention period agreed between the parties, without a Release Event having occurred. No party may terminate this Agreement during the pendency of a Release Event notice or any related dispute. Termination does not affect rights or obligations that accrued prior to termination.

This Agreement and any dispute or claim (including non-contractual disputes) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any such dispute or claim.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.