# SOFTWARE ESCROW AGREEMENT
Date: 3 April 2034
Parties: Redwood Analytics Ltd, Kestrel Code Ltd and SecureVault Escrow Services Ltd
## 1. Purpose and parties
Redwood Analytics Ltd (licensee), Kestrel Code Ltd (developer) and SecureVault Escrow Services Ltd (escrow agent) enter this agreement on 3 April 2034. It relates to Redwood's perpetual licence for the Meridian forecasting platform under the software licence dated 1 January 2034, for use by Redwood's 120 employees at its Cardiff and Bristol offices.
## 2. Facts, scope and terms
Kestrel must deposit the complete source code, build scripts, dependency manifest, deployment instructions, database schema, test suite and current technical documentation with SecureVault within 10 business days. The initial deposit must identify release 4.2.1, and a new deposit is required within 15 business days after every production release. SecureVault will use encrypted storage and record a checksum and deposit receipt.
## 3. Process and responsibilities
SecureVault will keep the material confidential, restrict access to its escrow staff, and test whether the files are readable and complete within 20 business days of each deposit. A failed verification is reported to both parties; Kestrel has 10 business days to cure it. Verification does not warrant that the software is bug-free or that the deposited material includes third-party code that cannot lawfully be transferred.
## 4. Evidence, records and safeguards
Redwood may request release only after Kestrel's insolvency, a formal cessation of support, an uncured material support breach lasting 30 days, or Kestrel's written consent. Redwood must give notice describing the event and evidence, and Kestrel has 10 business days to object. SecureVault releases only after the objection period, a joint instruction, or a final court order.
## 5. Review, escalation and outcome
After a valid release, Redwood receives a non-exclusive, non-transferable except with its licence, royalty-free right to use, maintain and modify the released material solely to operate the platform for its internal business. It may appoint a replacement maintainer subject to confidentiality, but may not sell the source code, publish it or use it to develop a competing product.
## 6. Reservations and practical protections
Redwood pays SecureVault £1,200 on signing and £600 annually each 3 April; Kestrel pays the £300 verification fee for each deposit. Liability is capped at £50,000 for each party except for fraud, death or personal injury caused by negligence, confidentiality breach, or liability that cannot lawfully be limited. Personal data is processed only as necessary under UK GDPR.
## 7. England and Wales law and completion
This completed fictional agreement is governed by England and Wales law. The parties will meet within 10 business days after an incident, then use mediation before court proceedings except for urgent protective relief. It continues until the licence ends and survives for confidential information; amendments, release instructions and notices must be signed or sent to the addresses stated in the signature blocks.