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The legal briefing, in the shared briefing structure. Same hero, six-phase tracker (phase 5 marked "Your part") and section order as the other five. A legal advisor says yes when the agreement, the parties, the release mechanism and the jurisdiction are clear, so those are the three topics. Every statement on this page needs legal review before launch: it describes contractual mechanics, and several points come from production pages written for the old line-up. Production's "A clear decision on escrow type: continuity or recovery escrow" uses old names; it's now the choice of protection (Escrow, Resilience or Continuity).
Briefing · Legal advisors

Clear terms, agreed before you need them.

This briefing covers what a legal team needs to approve Codekeeper: the agreement behind each protection, the parties, how a release works, and how templates, jurisdiction, changes and signatures are handled.

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  • Two-party, three-party and multi-party agreements
Topic 1: the agreement behind each protection, and the parties. The three instruments and their jobs are MESSAGING §3 and §6: Escrow releases to the beneficiary under the Escrow Agreement; Resilience recovery is run by Codekeeper, best effort, under a Resilience Arrangement, billed to the claimants who need it; Continuity keeps the live environment paid and switched on for an agreed period, bills recharged at cost. "Continuity arrangement" as the name of Continuity's paperwork comes from the launch copy and is still to confirm. The claimant definition is the FAQ's (production never defines it). Legal to confirm all four party definitions. 16 Oct: Continuity Pro added, so the Continuity card names both levels, as the other two do; base Continuity is everything in Resilience, and Continuity Pro adds Agentic Verification.

1 · Agreements and parties

One instrument for each protection.

What the agreement says depends on what should happen when the application fails: released to you, recovered by us, or kept online while we recover.

Escrow Agreement

For Escrow and Escrow Pro. Names the depositor, the beneficiary, what's deposited and the release conditions. When a condition is met and verified, the deposit is released to the beneficiary, who runs the recovery.

Resilience Arrangement

For Resilience and Resilience Pro. The deposit comes to Codekeeper instead of the beneficiary, and we run the recovery on a best-effort basis. Recovery work is billed to the claimants who need it.

Continuity arrangement

For Continuity and Continuity Pro. Everything in Resilience, and Continuity Pro adds Agentic Verification. If the vendor stops, we also keep the live environment paid and switched on for an agreed period, set per arrangement, with the bills recharged at cost.

Depositor
Supplies the software and keeps the deposit current. Usually the vendor.
Beneficiary
Receives the deposit on release under an Escrow Agreement. Usually the customer.
Claimant
A party the protection is there for, such as the customer that relies on the application. One is included in each arrangement.
Codekeeper
The neutral custodian. Holds the deposit, verifies release conditions and, under Resilience and Continuity, runs the recovery.
Topic 2: release, the clause legal reads first. The release process (legal review, verification of the condition, authentication of the beneficiary) and the two-to-three-hours figure come from the Trust Center FAQ; the figure stays flagged until operations confirm it. The example conditions are production's most common ones and are examples only: the agreement defines them. The certificate line is the agreed wording: the Recoverability Certificate doesn't grant release rights. Production's "guarantees access" language is gone. The mock reuses the Escrow page's fictional agreement. Legal review needed.

2 · Release

What triggers a release, and what happens next.

1

Conditions set in the agreement

For example the vendor's insolvency, a failure to maintain or support the software, or a breach of contract. You can add or edit conditions before signing.

2

A release is requested

The beneficiary raises a release under the conditions agreed.

3

We verify before anything moves

A legal review, verification of the release condition and authentication of the beneficiary.

4

Access to the deposit

Once conditions are verified, beneficiaries typically have access within two to three hours.

Certificates don't release anything. The Recoverability Certificate documents a rebuild and its result. Release rights come from the agreement. Under a Resilience Arrangement, the deposit comes to Codekeeper and we run the recovery.
Topic 3: structure, jurisdiction and your own terms. The three structures are production FAQ answers. Template, legal context (licence, development or transaction), jurisdiction, Word or PDF markup and the template address come from production's legal briefing. To confirm before launch: that a choice of jurisdiction is offered and which ones (on the to-confirm list; no jurisdiction is named here); that service@codekeeper.co is the right address for external templates (production also uses support@ and contact@ elsewhere); and that "drafted by our legal team" can be said (production says "our legal experts have generated your software escrow agreement"). Legal review needed.

3 · Structure, jurisdiction and your terms

Your structure, your jurisdiction, your redlines.

You choose the structure during account setup. The agreement itself is set up in the platform, and our legal team works through every change with yours.

Two-party

Between the vendor and Codekeeper, so protection can extend to any client who asks. Only your team needs to approve.

Three-party

Also names one beneficiary. Both parties log in and approve the agreement before signatures go out.

Multi-party

Names several beneficiaries, each with its own release conditions.

Your template or ours

  • Start from Codekeeper's template, or send your own to service@codekeeper.co
  • Set the legal context: licence, development or transaction
  • Download the draft as Word or PDF, and send your redlines back

How the escrow agreement works · Request a custom agreement

Jurisdiction and changes

  • Our legal team prepares the agreement for the jurisdiction you choose
  • Add or edit release conditions in the platform before approval
  • Every change is reviewed by our legal team, including amendments after signature
Production's four legal steps and checklists, in the shared table. The rows are production's ("Set up your escrow agreement", "Request custom release terms", "Review and approve the agreement", "Finalize and sign the agreement"); the right column is production's "Our key responsibilities" (draft, review custom terms, coordinate approvals, handle post-signature amendments). The approval and signature mechanics, and "deposits open only after all signatures", are production's. Legal review needed, including whether the same steps apply to Resilience Arrangements and Continuity.

Your steps, and ours

From draft to signed, in four steps.

Start once your project manager has finished account setup: the structure and parties are already in place.

Your part
What Codekeeper does
1 · Set up the agreement
Choose Codekeeper's template or your own, set the legal context, pick the jurisdiction and select the release events.
Our legal team drafts the agreement from the context you give.
2 · Request changes
Review the draft. Add or edit release conditions in the platform, or download it as Word or PDF and send redlines.
Reviews every change and makes sure it works within the arrangement.
3 · Approve
Approve in the platform. On a three-party agreement, the other party logs in and approves too.
Coordinates the approval workflow between the parties.
4 · Sign
Check the signatory contacts are correct, then sign when prompted.
Sends e-signature requests automatically once everyone has approved. Deposits open when every signature is in.
The page-specific offer on educational pages. Agreed 7 Oct: on explainers, video guides, magazine articles and role briefings, the mid-page offer is the matching guide instead of the sample evidence pack. Visitors who are still learning convert better on a guide about their question. The hero and closing section still carry Book a demo and Get the sample evidence pack. Guide source on production: the "resources-expert-insights" item on /resources. Before launch: update the guide itself to the October line-up (it still uses the old product names and verification tiers) and connect this form to the HubSpot form that sends it. On the legal briefing the agreements guide answers this reader's next questions: terminology, deposit contents and how release events work.
Expert Insights: Software Escrow Agreements

Free guide

Expert Insights: Software Escrow Agreements

The terms in an escrow agreement, what goes into a deposit and how release events work.

  • The terminology, explained plainly
  • What a deposit should contain
  • How release events are triggered and verified
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The questions legal asks, from the FAQ's Agreements and release section. Reworded only where needed. Production's "will hold up in court" answer stays out: it reads as a guarantee. Termination, notice and renewal questions are left to the FAQ, where production's text is flagged for legal, so this page states no billing or termination terms. Legal review needed.

Questions

Before you approve the agreement.

Can we use our own template, or mark up yours?

Yes to both. Download the agreement we generate, mark it up in Word or PDF, and send it back for our legal team to review. To start from your own template, send it to us or request a custom agreement.

Will the agreement work in our jurisdiction?

Our legal team prepares the agreement for the jurisdiction and agreement type you choose, and reviews any changes your lawyers propose.

What triggers a release?

The release conditions in your Escrow Agreement. The most common are the vendor's insolvency, a failure to maintain or support the software, and a breach of contract. When a condition is met, we verify it before anything is released.

Does the Recoverability Certificate give us release rights?

No. It documents the rebuild and its result. Release rights come from your agreement.

What changes with Resilience instead of Escrow?

Under a Resilience Arrangement, the deposit comes to Codekeeper instead of to the beneficiary, and we run the recovery. Recovery is best effort, and the work is billed to the claimants who need it.

Where are termination and notice explained?

In your agreement, and in the billing and cancellation section of our FAQ. Ask us if anything there doesn't fit your arrangement.

The people, the rest of the set, and the booking route for this role. Production's legal briefing shows Robyn (Account Support, Customer Success), Lindsey (Legal Support, Customer Success) and Sam (Tech Support, Customer Success; the photo file is "Sam Hofmeyr"), with photos by absolute URL. Before launch, confirm with each person that they agree to appear, that the role is current and that the photo is recent. Names are flagged until then. The legal route is the legal briefing call.

Your Codekeeper team

Who'll work through it with you.

Legal questions go to legal support, who work with our in-house legal team on drafts, changes and approvals.

Lindsey, legal support at Codekeeper

Legal support · Customer Success

Lindsey

Templates, redlines, release conditions, approvals and signatures.

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Robyn, account support at Codekeeper

Account support · Customer Success

Robyn

Party details, invitations and anything that holds up the setup.

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Sam, tech support at Codekeeper

Tech support · Customer Success

Sam

What the agreement asks the depositor to deposit, in practice.

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Brief the rest of your team

Decision makers Compliance officers Procurement and finance Project managers Tech teams

Book a legal briefing.

Walk through the agreement, your redlines and release conditions with our team, and see what's left before signature.

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The same close on every page. The legal briefing closes on what the agreement is for: deciding the terms before anyone needs them. Every page ends on the same two actions in the same order: Book a demo, then the sample evidence pack.

Clear terms today. No negotiation in a crisis.

See how the agreement, the release and the evidence fit together on a demo, or get the sample evidence pack first.

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Chat widget goes here. Production runs HubSpot chat in this corner. Keep it on launch: it catches visitors with a quick question who won't book a demo yet. Route it to sales during office hours.