[INDIA] RBI, SEBI and IRDAI · Source-code escrow and continuity obligations for critical applications[EU DORA] ICT third-party risk testing required · In force Jan 2025[PRA] SS2/21 UK · Vendor recovery evidence required[MAS] Singapore TRM · Independent vendor recoverability expected[APRA] CPS 230 Australia · Third-party continuity obligations in force[FFIEC] United States · Source-code access and software escrow addressed in third-party contracts[ENTERPRISE] Mission-critical software procurement increasingly requires continuity evidence before contract
[INDIA] RBI, SEBI and IRDAI · Source-code escrow and continuity obligations for critical applications[EU DORA] ICT third-party risk testing required · In force Jan 2025[PRA] SS2/21 UK · Vendor recovery evidence required[MAS] Singapore TRM · Independent vendor recoverability expected[APRA] CPS 230 Australia · Third-party continuity obligations in force[FFIEC] United States · Source-code access and software escrow addressed in third-party contracts[ENTERPRISE] Mission-critical software procurement increasingly requires continuity evidence before contract

SOFTWARE ESCROW AGREEMENT

Software Escrow Agreement With Release Conditions Agreed Before You Need Them

Castler sets up your software escrow contract when the vendor contract is signed: one executed agreement between the vendor, the beneficiary and Castler, and a deposit that stays current through every release.

Three parties, one executed agreementSet up at vendor onboardingSigned digitally

Tripartite agreement

Software escrow agreement

AWAITING SIGNATURES
  • Software vendor

    Depositor

  • Enterprise

    Beneficiary

  • Castler

    Escrow agent

Agreed clauses

  • Deposit materials
  • Deposit schedule
  • Storage
  • Access
  • Release conditions

First deposit pending

Before the application becomes a live dependency

Illustrative interface

What a Code Escrow Agreement Covers

  • Parties

    The vendor, the beneficiary and Castler as escrow agent, bound by one executed agreement with defined obligations

    Is the escrow agent a party, not only a storage provider?

  • Deposit materials

    Source code, build inputs, runtime configuration, documentation and release history

    Is the list specific enough to rebuild the software?

  • Deposit schedule

    Every release captured from the vendor's repositories, with the schedule kept in the agreement record

    Does the deposit follow production releases?

  • Storage

    Encrypted custody in the agreed cloud region, or a physical vault in Delhi, Mumbai or Bangalore for India customers

    Does the region meet your residency needs?

  • Access

    Named parties get only the permissions the agreement gives them, and every action is logged

    Who can see or request the deposit?

  • Release conditions

    The trigger events you negotiate, with the release process defined in advance

    Does it name every event you would act on?

  • Changes

    Custom clauses, obligations and amendments handled in one record and signed digitally

    Who approves a change?

Release Conditions, Agreed Up Front

Castler lists insolvency, acquisition, discontinuation and support failure as trigger events, plus any other condition you negotiate. The agreement then defines the steps that follow:

  1. Declaration of the trigger

  2. Notification to the parties

  3. Evidence

  4. Approvals

  5. Controlled release of the deposit

From Signature to First Deposit

Vendor onboarding

Castler establishes the agreement when the vendor contract is signed, not after go-live.

First complete deposit

Captured before the application becomes a live dependency.

Every release

GitHub, GitLab, Bitbucket, Azure DevOps or private Git feeds the deposit. Each version records its timestamp, commit hash, release identifier, depositor and source repository.

If a trigger occurs

The release process in your agreement runs.

Before You Sign: Five Questions

Ask these before you sign any software escrow agreement:

  • Is the escrow agent a party to the agreement?

    Yes. Castler signs as escrow agent, with defined obligations.

  • Are the release conditions specific?

    Insolvency, acquisition, discontinuation, support failure and other negotiated conditions are written in.

  • Does the deposit follow production?

    Repository integrations capture every release, so nothing is re-filed by hand.

  • Is the escrow in place before go-live?

    Castler sets it up at vendor onboarding.

  • Can the deposit be rebuilt and run?

    Optional. Castler Software Recoverability rebuilds and deploys the deposit, and a named engineer signs a Proof of Recovery.

Escrow Agreement Software: One Record

Castler's escrow agreement software manages the whole agreement in one operating record:

Agreement record

  • Standard templates and custom clauses

  • Digital signing

  • Obligations and deposit schedules

  • Agreement changes

  • An audit trail of who deposited what and when

For Enterprises and for Software Vendors

If you are the enterprise (beneficiary):

  • Name the release conditions you care about
  • Limit access to what the agreement sets
  • Keep an unbroken chain of custody for auditors

If you are the software vendor (depositor):

  • Deposits flow from your repositories without manual re-filing
  • Castler needs you for onboarding, deposit setup and structured reconciliation where documentation is missing
  • Verification then runs without you

Agreement Terms for Indian Regulators

Updates and fixes belong in the agreement, and repository capture keeps them in the deposit. An agreement can satisfy the contractual custody element. Regulators now also ask for proof of recovery.

Which Escrow Do You Need?

Installed software uses a code escrow agreement. Other assets use another escrow type:

After You Sign

A software escrow agreement gives you the legal right to the deposit. Castler Software Recoverability then adds the proof that the deposit can be rebuilt and run, using the agreement and deposit you already hold. Custody starts at $2,000 per application per year.

Book a 15-min Demo

FAQ

Frequently Asked Questions

Do all three parties sign?+

Yes. The vendor, the enterprise beneficiary and Castler as escrow agent sign one agreement.

Can we add our own clauses?+

Yes. Castler manages standard templates and custom clauses in your software escrow contract.

What if the vendor ships a new version?+

Repository integrations capture every release, and each version is kept with its commit hash and release identifier.

Where is the deposit held?+

In the cloud region in your agreement, subject to availability. India customers can also choose a physical vault in Delhi, Mumbai or Bangalore.

Does an agreement satisfy my regulator?+

It can satisfy the contractual custody element. Many frameworks also expect recovery evidence, so Castler adds a signed Proof of Recovery on top.

SOFTWARE ESCROW AGREEMENT

Get your software escrow agreement in place before the vendor goes live

Book a 15-min Demo. We will map your critical vendors, walk through the clauses and show you how the agreement is managed.

Book a 15-min Demo
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