Why this page changed. Production sells "solid software escrow agreements" with "Legal SLAs", agreements "delivered by dedicated escrow specialists in under 24 hours" and "Let Codekeeper eliminate your risk". The new page explains how the agreement works in the new model, in the order a legal or procurement reader needs it: what the agreement is for, the parties, the paperwork for each protection (Escrow Agreement, Resilience Arrangement, Continuity arrangement), release conditions and the verified release process, how an agreement gets made, templates and jurisdiction, and the routes to custom or enterprise terms.

Legal review before launch: every sentence on this page that describes legal effect (release, rights, approvals, signatures, disputes, enforceability) must be reviewed by legal. Each section's note says which.
Removed: the 24-hour turnaround (an unconfirmed service level), "Legal SLAs" and the liability SLA (the Liability SLA add-on is retired), production's "$50 and $5,000 per year" range and "around $139 per month" (old prices), "eliminate your risk" and "bulletproof" (absolutes), and the "guaranteed app recovery" and "Ensure uptime" cards for SaaS and Continuity Escrow.
The mock follows production's own set-up flow (the legal team briefing and the "How to configure a software escrow agreement" video guide): structure, legal context, template, jurisdiction, release conditions, approval, signatures.
Production's hero image (agreements_hero_3x.webp) couldn't be opened from the kit to check it for old product names, so it isn't used.

Production claim kept, flagged: "Trusted by 3,500+ teams" (trust row) is a production figure, kept as agreed; it needs an owner's sign-off before launch (fact-check, 7 Oct).

Escrow agreement

Clear terms, agreed before you need them.

Every Codekeeper protection runs on an agreement that names the parties, what's deposited and what happens when the application fails. Our legal team prepares it from your choices, and your own lawyers can mark it up.

Book a demo Get the sample evidence pack

Trusted by 3,500+ teams
ISO/IEC 27001:2022 certified
Two-party, three-party and multi-party

New agreementFleet Ledger · Escrow · set-upDraft

StructureThree-party: vendor, customer and Codekeeper signSelected

Legal contextLicence · development · transactionLicence

TemplateCodekeeper's template, or your ownCodekeeper

JurisdictionChosen to match your contractsSet

Release conditionsInsolvency · Discontinued support · Material breach3 set

ApprovalBoth parties approve in the app2 of 2

SignaturesE-signature requests sent automaticallyPending

Example agreement. Names are fictional.

Social proof straight after the promise. These are the logos production already uses, loaded from codekeeper.co. Where an image can't load (for example in the preview), the name shows instead. Use the approved set only.

Trusted by 3,500+ teams, from regulated enterprises to fast-growing software vendors

Steps 1 and 2 for this page: why the terms matter. Production defines the agreement as "a three-party contract"; that's one of three structures, so the definition here is broader. Production's opener ("Software resilience isn't built on hope or handshakes… your software is vulnerable to delays, disputes, and risk") is a fear line and is gone; the calm version is "nobody has to negotiate it in a crisis". The three cards are production's "This protects everyone" list, reworded. Production's "In-house legal departments often lack escrow expertise" is dropped: it talks down to the legal readers this page is for. Legal should review the definition.

The agreement

A deposit is only as useful as the terms around it.

An escrow agreement is a contract between the software vendor, Codekeeper and, usually, the customer. It says what's deposited, how it's kept current and exactly when it's released. Agreeing that in advance means nobody has to negotiate it in a crisis.

For the vendor

Shows customers the software is protected, answers the continuity question in due diligence, and keeps the code private unless an agreed condition is met.

For the customer

A written right to the deposit if the vendor can't deliver, support or respond, with a neutral party holding it.

For both

One framework for deposits, release and disputes, set out before anyone needs it.

Who's who, and the three structures. Depositor, beneficiary and claimant are the agreed nouns (MESSAGING.md §5). "Claimant" is defined as on the FAQ page; confirm the wording with legal, as to-confirm.md already asks. One claimant is included and more are an add-on (confirmed; no published rate). The structures are production's (FAQ, legal team briefing, the "How to configure" video). The approval rule (two-party: only your team approves; three-party: both parties approve before signature requests go out) is from production's legal team briefing; legal should confirm it applies to the new agreements, and to Resilience and Continuity paperwork.

The parties

Who's in the agreement, and how it's structured.

Every agreement names the same roles. The structure decides who signs.

Depositor: The vendor, or the team that builds the application, which makes the deposits and keeps them current.
Beneficiary: The customer that relies on the application. Under an Escrow Agreement, the deposit is released to them.
Claimant: The party a protection is there for, such as a customer that relies on the application. One is included in every arrangement; more are an add-on.
Codekeeper: The neutral party that holds and checks the deposit, verifies any release and, with Resilience or Continuity, runs the recovery.

Two-party

Between the vendor and Codekeeper, so protection can extend to any customer who asks. Only your team approves before signature.

Three-party

The vendor, one customer and Codekeeper all sign. Both parties approve the agreement in the app before signature requests go out.

Multi-party

Several beneficiaries, each with its own release conditions. For complex deals, partner networks and shared platforms.

The paperwork follows the protection. "Escrow Agreement" and "Resilience Arrangement" are the confirmed names. "Continuity arrangement" comes from the launch copy and is still to be confirmed alongside them (the note at the end of notes/to-confirm.md); it stays lower-case "arrangement" as on the product overview. What each one covers uses only the confirmed jobs: released to the beneficiary; recovered by Codekeeper, best effort, with recovery work billed to the claimants who need it; and the live environment mapped at setup and kept paid and switched on for an agreed period, set per arrangement, bills recharged at cost. What a Resilience Arrangement names as the events that start a recovery is still open (to-confirm.md), so the card doesn't list them. The lead is the price logic sentence word for word. Legal should review all three descriptions. 16 Oct: Continuity Pro added, so the Continuity card now covers both levels; base Continuity is everything in Resilience, and Continuity Pro adds Agentic Verification. 17 Oct: the recovery models are named, as in the launch film (Danny): Self-Run Recovery for Escrow, Managed Recovery for Resilience and Continuity.

One agreement per protection

Released to you, recovered by us, or kept online.

Escrow means the deposit is released to you and you run the recovery. Resilience costs more because we do the recovery. Continuity costs more again because we also keep the live environment switched on. The paperwork follows that job.

Escrow · Escrow Pro

Escrow Agreement

Released to the beneficiary→Self-Run Recovery

Names the depositor, the beneficiaries, what's deposited and the release conditions. When a condition is met and verified, the deposit is released to the beneficiary. Escrow

Resilience · Resilience Pro

Resilience Arrangement

Deposit to Codekeeper→Managed Recovery

Names the depositor, the claimants and what's deposited. If the application fails, the deposit comes to Codekeeper and we run the recovery, best effort. Recovery work is billed to the claimants who need it. Cost coverage can be added, quoted per arrangement. Resilience

Continuity · Continuity Pro

Continuity arrangement

Live environment kept on+Managed Recovery

Everything in Resilience, plus the live environment we map at setup, and the agreed period we keep it paid and switched on if the vendor stops. Bills are recharged at cost. Continuity Pro adds Agentic Verification. Continuity

A Recoverability Certificate from Agentic Verification documents a rebuild. It doesn't grant release rights: those come from the agreement. Compare the protections

Release conditions and the verified release process. The conditions are production's ("missed support obligations, bankruptcy, or an acquisition that affects ongoing access", plus the explainers' list). The verification steps are the Trust Center's wording: "Release events trigger our validation protocol: legal review, condition verification, and beneficiary authentication". Production's "Even our own engineers cannot bypass these controls" is an absolute and is left out. Legal review before launch: the conditions, notifying the depositor, how a dispute is handled (production's explainers mention a dispute window and arbitration; neither is stated here until legal confirms the current terms), and the rights paragraph. The two-to-three-hours figure is flagged until operations confirm it. Production's release processing fee ($199 per hour, "R3,499" on one page) is left out, as on the FAQ page. The film is the suggested "What happens on release day" from MESSAGING.md §10.

Release

Released only when an agreed condition is met.

You choose the release conditions when you set up the agreement, and nothing is released outside them. The most common are:

The vendor's insolvency or bankruptcy, or ceasing to trade
A failure to maintain or support the software, after written notice
A material breach of the licence or subscription agreement
An acquisition or change of ownership that ends support

You can add your own, for example for a hosted service or an AI model. Our legal team checks they work within the agreement.

Release requestFleet Ledger · Escrow AgreementVerified

Request receivedCondition cited: discontinued supportLogged

Legal reviewRequest checked against the agreementDone

Release condition verifiedEvidence reviewed · depositor notifiedVerified

Beneficiary authenticatedNamed contact confirmedDone

Access to the depositReleased to the beneficiaryOpen

Example request. Names are fictional.

What happens on release day.

When a beneficiary asks for a release, we verify it before anything becomes accessible: a legal review, verification of the release condition and authentication of the beneficiary. The depositor is notified, and the agreement sets how a dispute is handled. Once the conditions are verified, beneficiaries typically have access within two to three hours.

A release doesn't transfer ownership. The beneficiary gets the right to use the deposit to maintain and operate the application, as the agreement and the licence define, and the vendor keeps its intellectual property.

Suggested film What happens on release day About 60 seconds

A release condition is raised; legal review; the condition is verified; the beneficiary is authenticated; access to the deposit. Close on the two-to-three-hours line only if operations confirm it.

Concrete set-up steps, kept from production. Production's "From risk to resilience in 3 simple steps" is replaced by the fuller flow from its own legal team briefing: choose the structure and template, set the legal context, jurisdiction and release conditions, review and mark up (in the app, or as Word or PDF redlines), then approve and sign, after which deposits open. "Signing outside the dashboard by email or PDF" and "post-signature amendments" are production claims (FAQ and legal briefing). Legal and onboarding should confirm the flow still matches the app. "Drafted by our legal team" and "a choice of jurisdiction" are production claims listed in to-confirm.md.

How an agreement gets made

Four steps, guided in the app.

You make the choices. Our legal team drafts the agreement, reviews any changes and coordinates the approvals.

Choose the structure

Two-party, three-party or multi-party. Start from Codekeeper's template, or send us your own.

Set the terms

Choose the legal context (licence, development or transaction), the jurisdiction and the release conditions. We draft from your choices.

Review and mark up

Edit release conditions in the app, or download the draft in Word or PDF and send your redlines. Our legal team reviews every change.

Approve and sign

Each party approves in the app, then signature requests go out automatically. Deposits open once every signature is in.

Need to sign outside the app? We can send the agreement by email or as a PDF. After signing, our legal team handles amendments too. Legal teams can follow the legal team briefing or book a legal briefing call.

Templates and jurisdiction: production claims, kept and flagged. Production offers five sample templates by scenario (software licensing, development outsourcing, compliance and regulations, security and operational resilience, transactions and M&A) and an annotated sample agreement, all downloads on /resources. Before launch: those downloads still use the old product names and need updating; and "a choice of jurisdiction" needs confirming (production's UK pages also say English law is available; it's left out until legal confirms which governing laws are offered). Production's compliance template copy ("Built to help you meet CRA, ISO 27001, SOC 2…") is reworded without "meet". The testimonial is quoted exactly from production, where "Paul T." is marked as a pseudonym; the same pseudonym carries a different quote on another production page. Marketing must confirm the review is real and which quote is whose, or drop it. The figure in it is flagged, and it contains "honestly", which our own voice avoids; it stays because reviews are quoted exactly. The image brief replaces production's sample agreement image (sample-software-escrow-agreement.png), which couldn't be checked from the kit for old product names.

Templates and jurisdiction

Start from a template, or from your own.

Codekeeper's templates cover the situations escrow is most often used in, and the legal context you choose shapes the draft:

Software licensing: on-premise or cloud software licensed from a third party
Development outsourcing: work by freelancers, agencies or offshore teams
Compliance and regulation: escrow as evidence under frameworks such as the CRA, ISO 27001 or SOC 2
Security and operational resilience: escrow inside a continuity or risk plan
Transactions, M&A and financing: deals where software or IP is central

Prefer your own template? Send it to us and our legal team reviews it against the escrow framework. The jurisdiction is chosen when you set up the agreement, to match your contracts and obligations. Want to see the clauses first? Read the annotated sample software escrow agreement in our resources, which explains deposit materials, verification and release clause by clause.

Image to produceThe annotated sample agreement, openBrief: a two-page spread of the sample software escrow agreement on a light desk, with mint margin notes beside the deposit, verification and release clauses. Use the October product names (Escrow Agreement, Software Resilience Certificate, Recoverability Certificate) on the visible pages, and no old tier names. No people, no logos other than Codekeeper's.

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.Customer review

Three routes for terms beyond the template. Custom agreements and enterprise requests each have a form page in the kit. Moving an existing agreement to Codekeeper is production's FAQ answer and routes to the switch page. The buttons are page-specific navigation, not CTAs, so they're ghost buttons and never compete with Book a demo. Production's "If your escrow needs are complex, multi-party, or bound by specific regulatory frameworks, our legal team will prepare a tailored arrangement" is kept; "to meet your exact requirements" is dropped as a promise.

Beyond the template

Need different terms? Three ways in.

If your situation is complex, multi-party or shaped by a specific framework, our legal team prepares a tailored draft that you can modify.

A custom agreement

Tell us about the parties, the software and the release terms you need. Our legal team reviews it and sends you a draft agreement to modify.

Request a custom agreement

Enterprise terms

Many applications, several beneficiaries or claimants, or procurement and compliance requirements of your own. Enterprise: talk to us for a quote.

Request enterprise terms

An agreement you already have

Moving from another escrow provider? We review your existing agreement and update it where needed as part of the move.

Switch to Codekeeper

The secondary conversion, on every page. Visitors who aren't ready to talk can still leave their email. The sample evidence pack is the same offer on every page, so the site has one lead magnet instead of a different e-book per page. It also carries the launch story: proof, not promises. The button goes to the sample evidence pack page.

Sample evidence pack

See what your auditor would receive.

An anonymised set of outputs from a real Agentic Verification run, so you can judge the evidence before you talk to us.

Recoverability Certificate
Run report
SBOM and Exit workbook excerpts

Get the sample evidence pack

Production's questions, answered with confirmed facts. Production's eight questions stay, reworded. Changes: "What makes Codekeeper secure?" now claims only ISO/IEC 27001:2022, AES-256 at rest and TLS in transit ("operates in accordance with ISO 27001 security standards", "AES256" and "meets global compliance benchmarks" are replaced; the MFA wording conflicts on production, see to-confirm.md). "How much does a software escrow agreement cost?" drops the "$50 and $5,000 per year" range and "around $139 per month" and uses the 6 Oct list. Whether drafting a custom agreement is included in the setup fee isn't confirmed, so the answer doesn't say. Added: approvals, and the Recoverability Certificate line. Legal should review every answer on this page before launch.

Questions

Agreements, answered.

What is a software escrow agreement?

A contract between a software vendor, a neutral escrow agent such as Codekeeper and, usually, the vendor's customer. It defines what's deposited, how it's kept current, and when and how the deposit can be accessed if something changes in the relationship.

Do we need a lawyer to set one up?

No. Codekeeper's legal team prepares the agreement and guides you through it. Your own counsel can review and mark it up if you prefer.

Can we customise the terms?

Yes. You can set the release conditions, add parties, or align the agreement with your compliance or operational needs. Make changes in the app, or mark up the Word or PDF draft for our legal team to review. For a fully tailored draft, request a custom agreement.

Can one agreement cover several beneficiaries?

Yes. A multi-party agreement names several beneficiaries, each with its own release conditions. It suits complex deals, partner networks and shared platforms.

Who has to approve the agreement?

For a two-party agreement, only your team. For a three-party agreement, both parties log in and approve it before signature requests go out. Deposits open once every signature is in.

Can we move an existing escrow agreement to Codekeeper?

Yes. We review your existing agreement, update it where needed and make any other changes as part of the move. Switch to Codekeeper

How are the deposits protected?

Codekeeper is ISO/IEC 27001:2022 certified. Deposits are encrypted at rest with AES-256 and in transit with TLS, and we only access a deposit when a release or verification requires it. See the Trust Center.

Does a Recoverability Certificate give us release rights?

No. It documents a rebuild by Agentic Verification and its result. Release rights come from the agreement.

What does it cost?

The agreement comes with the protection you choose, priced per application per month: Escrow from $199, Resilience from $399 and Continuity from $1,449, with setup of $499 per arrangement, or $999 for Continuity. One claimant is included. Enterprise and custom arrangements are quoted. See pricing

The same close on every page. The agreement page closes on the same two actions. Buyers who already know they need custom or enterprise terms have their routes in the section above. Every page ends on the same two actions in the same order: Book a demo, then the sample evidence pack.

Agree the terms now. Rely on them later.

Book a demo and we'll walk through the parties, the release conditions and the right protection for each application.

Book a demo Get the sample evidence pack