Source Code Escrow Agreement

Last updated: 2026-10-12 · Version 1.0.0

[placeholder] before issue. Note. Escrow requires a neutral escrow agent (a third party). SlashHub does not act as its own escrow agent. Use this template only where a customer has negotiated source-code escrow (typically an enterprise requirement) and an agent has been appointed.

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1. Parties

This Source Code Escrow Agreement (the "Escrow Agreement") is made between:

1. SlashHub Limited (the "Depositor"), registered office at Flat F, 7/F, CTR 600, 82 King Lam Street, Cheung Sha Wan, Hong Kong;
2. [Customer Ltd] (the "Beneficiary"); and
3. [Escrow Agent name] (the "Agent"), [agent address].

It relates to the TimePlate service supplied under the Master Services Agreement between the Depositor and the Beneficiary (the "MSA").

2. Definitions

• "Deposit Materials" — the source code, build scripts, configuration, database schemas and documentation necessary to build, maintain and operate the Software, in the form the Depositor determines is sufficient for the Release Licence, excluding third-party components that the Depositor cannot lawfully escrow.
• "Software" — the Depositor's proprietary components of the TimePlate product licensed to the Beneficiary under the MSA.
• "Release Event" — an event in clause 5.
• "Release Licence" — the licence in clause 6.
• "Supported Software" — the version(s) of the Software the Beneficiary is entitled to use under the MSA.

3. Deposit

3.1 Within [30] days of this Escrow Agreement, the Depositor shall deposit the current Deposit Materials with the Agent.

3.2 The Depositor shall deposit an update at least [every 6 months / at each major release], and on each Release Event, so the Deposit Materials reasonably correspond to the Supported Software.

3.3 The Depositor shall label deposits with the version and date. Third-party or open-source components are excluded unless escrowable; the Depositor will provide a list of dependencies and their licence terms so the Beneficiary can obtain them independently.

4. Verification

4.1 The Agent shall confirm receipt and completeness of each deposit against the manifest the Depositor provides (a "deposit check"), without compiling or testing the code.

4.2 At the Beneficiary's written request and cost, the Agent may perform a technical verification (confirming the Deposit Materials build in a clean environment), up to [once per year], using a verification service. The Depositor shall cooperate reasonably.

5. Release events

A "Release Event" occurs when any of the following happens, and it is not cured within [30] days where a cure period is stated:

(a) the Depositor becomes insolvent, is wound up, enters liquidation, receivership or administration, or makes a general assignment for the benefit of creditors; (b) the Depositor ceases to carry on business, or ceases to support the Software generally; (c) the Depositor materially breaches its obligation to provide, maintain or support the Supported Software under the MSA and fails to cure within the MSA cure period; or (d) the Depositor notifies the Beneficiary in writing that it will cease to provide the Supported Software.

A Release Event does not occur merely because the Beneficiary has a dispute, has not paid, or has not renewed.

6. Release and licence

6.1 On a Release Event, the Beneficiary may give the Agent a written release request (copied to the Depositor), stating the Release Event and evidence. The Agent shall release the Deposit Materials to the Beneficiary once the procedure in clause 7 is satisfied.

6.2 On release, the Depositor grants the Beneficiary a non-exclusive, non-transferable, non-sublicensable, royalty-free licence (the "Release Licence") to use, reproduce, modify and compile the Deposit Materials solely to maintain, support and use the Supported Software for the Beneficiary's internal business purposes — not to sell, distribute or sublicense the Software, or to create a competing product.

6.3 The Release Licence is subject to the Beneficiary's continued compliance with the MSA (including its licence restrictions) and confidentiality obligations, and ends when the Beneficiary's right to use the Software ends.

7. Release procedure

7.1 The Beneficiary's release request must state the Release Event and include reasonable evidence.

7.2 The Agent shall notify the Depositor. If the Depositor disputes the release in writing within [15] business days, the Agent shall not release until the dispute is resolved by agreement or by a decision of the arbitrator or court under clause 12. If the Depositor does not dispute within the period, the Agent shall release.

7.3 The Agent's decision to release in accordance with this clause is final, and the Agent has no liability for a release made in good faith under this clause.

8. Confidentiality and intellectual property

8.1 The Deposit Materials are the Depositor's confidential information and trade secrets. The Agent and the Beneficiary shall keep them confidential, restrict access to those with a need to know, and use them only as permitted by this Escrow Agreement. Before release, only the Agent (and any verification service under confidentiality) may access them.

8.2 Nothing in this Escrow Agreement transfers ownership of the Software. All rights remain with the Depositor and its licensors.

9. Fees

9.1 The [Beneficiary / Depositor] shall pay the Agent's fees for establishing and maintaining the escrow and any verification, as set out in the Agent's schedule.

9.2 Non-payment of Agent fees may result in suspension of the escrow under the Agent's terms; the parties will use reasonable efforts to resolve any fee dispute without prejudice to the Beneficiary's rights.

10. Agent's role and liability

10.1 The Agent is a neutral custodian and is not a party to the MSA or responsible for the Software, its quality or the Depositor's obligations. The Agent's liability is limited as stated in the Agent's standard terms, and the parties shall not seek to expand it.

10.2 The Agent may resign on [60] days' notice; the parties shall appoint a successor, failing which the Agent may deposit the materials with a court or destroy them per its terms on notice.

11. Term and termination

11.1 This Escrow Agreement runs while the Beneficiary holds a licence to the Supported Software under the MSA, unless terminated earlier.

11.2 On termination (other than by a Release Event), the Agent shall, at the Depositor's direction, return or destroy the Deposit Materials. On a Release Event, the materials released remain subject to clause 6.

12. Governing law and disputes

12.1 This Escrow Agreement is governed by the laws of the Hong Kong SAR.

12.2 Disputes between the Depositor and the Beneficiary are resolved under the MSA dispute-resolution clause (HKIAC arbitration, seat Hong Kong). Disputes involving the Agent are subject to the Agent's terms and the Hong Kong courts.

13. General

This Escrow Agreement is the entire agreement among the parties on escrow and prevails over the MSA on escrow matters only. No third-party rights are created (Contracts (Rights of Third Parties) Ordinance (Cap. 623) excluded). It may be signed in counterparts.

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