Custom legal document

Escrow Agreement Draft

Have it drafted, amended, or reviewed by our legal experts and/or lawyers starting from 99
SME Lawyers

Do not write this document yourself — DIY often results in expensive problems.
Have a lawyer review it and avoid misunderstandings, mistakes, and difficulties.

  • Truly Tailor-Made Legal Solutions
  • Fixed rates
  • Pay later after draft
  • Free adjustment round
  • Delivered within 5 working days
  • Express delivery possible
  • Available in Dutch and English

How does it work?
Our services include a free consultation, a draft document, a revision round, and a final document. We invoice after sending the draft document.

Experience with legal services for entrepreneurs since 2001
Lawyers and legal professionals.Direct contact with a specialist who thinks practically.
Fixed rates.Where possible, clarity regarding costs in advance.
Within 4 hoursWe respond quickly to your request.
  • We worked for, among others:
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner

We worked for, among others:

An incorrect document often provides a false sense of security.
You think everything is taken care of, but only discover whether the document actually works during a conflict or claim.

1

Free intake

We discuss your company, the purpose of the document, and the key risks.

2

Draft or check

We draft a custom document or review your existing document legally.

3

Final version

You will receive a final version with instructions on correct usage.

Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

A legal document must not only be legally correct. Above all, it must align with how the entrepreneur will actually use the document

  • Lawyers and in-house counsel
  • Active since 2001
  • Affordable custom legal services
  • Always focused on practical use

Choose Tailored Legal Solutions

Choose whether you want to have the document drafted, checked, or modified. Prices and options vary per document.

From 99
Customization
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

from 199.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
  • Thousands of agreements per year
  • Customization
  • About us
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

  • Our legal expert spends 0.5 to 1.5 hours on the check
  • Telephone intake with a lawyer
  • Checks on content, risks, and practical usability
  • Attention to liability, payment, and termination
  • Concrete points for improvement and legal advice
  • Delivered within 3 working days, express delivery possible
from 199.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

  • Our legal expert spends 1.5 to 2.5 hours checking and making adjustments
  • Telephone intake with a lawyer
  • Verification of the existing document
  • Adaptation to your business and working methods
  • Suitable for new services, customers, or risks
  • Delivered within 5 working days, express delivery possible

About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
  • Thousands of agreements per year

Reviews (21)

Ilyas

I received a call back within half an hour of my online request. There was room for our specific wishes. Fantastic value for money for this level of expertise.

Jesse

We came in with a vague idea, but were immediately presented with concrete steps. The document was legally well-substantiated. The final result aligns 100% with our high standards.

Maysa

A very smooth onboarding as a new client. Throughout the process, we were constantly kept well informed of the progress. Our business partners were impressed by the professionalism of the contracts.

Ahmed

It is pleasant when a party immediately understands the core of the problem. It was nice that we could call in directly if anything was unclear in the draft. Our customers respond positively to the clear general terms and conditions.

Marloes

We urgently needed a lawyer and were helped immediately. The draft was provided with helpful notes in the margin for clarification. Everything was delivered neatly and on time.

Caroline

From the very first moment, we felt heard. The guidance during the drafting of the general terms and conditions was invaluable. It is clear that they have a passion for entrepreneurship.

Jurre

We quickly gained the certainty we were looking for. The concept was clear and practically applicable. The service was professional and personal.

Marieke

The flexibility in scheduling an appointment was very pleasant. The atmosphere during the meetings was always relaxed but highly focused on results. A party that delivers on what it promises on its website.

Brahim

It was nice that potential pitfalls were proactively considered. The document was legally well-substantiated. Our business partners were impressed by the professionalism of the contracts.

Sam

It was nice that potential pitfalls were proactively considered. We exchanged quite a few emails, but the responses remained quick and helpful. The quality fully met our expectations.

Wim

They acted quickly when we indicated that there was a sense of urgency. The document was clearly aligned with our working method. The document was accepted flawlessly by our investors.

Hassan

Our assignment was accepted with great enthusiasm and professionalism. The expertise in the field of privacy and GDPR was clearly evident and up-to-date. Our business partners were impressed by the professionalism of the contracts.

Charlotte

The process started immediately after our agreement, without delays. Legal jargon was avoided where possible or explained in plain language. Everything was delivered neatly and on time.

Karlijn

We were pleasantly surprised by the proactive initial approach. We didn't just receive a standard template, but true custom work for our general partnership. It is clear that they have a passion for entrepreneurship.

Milan

From day one, there was open and honest communication. The lawyer pointed out aspects we hadn't considered ourselves. These documents will undoubtedly save us a lot of headaches in the future.

Mohamed

We encountered a complex contractual issue but were helped promptly. We appreciated the honesty when it turned out that a specific request of ours was legally unfeasible. The document was accepted flawlessly by our investors.

Jamal

The clear structure of the process was well communicated in advance. Coordination with our accountant was flawless and professional. A reliable partner who strives for perfection in their documents.

Nisrine

We received excellent assistance with our legal questions. The lawyer really took the time to understand our specific SaaS solution before starting to write. The service was professional and personal.

Demi

The intake was personal and concrete. They flawlessly managed to expose the pain points in our current contract. Fantastic value for money for this level of expertise.

Yassine

The accessibility of the office is excellent. We greatly appreciated the pragmatic approach taken in resolving the bottlenecks. The service was professional and personal.

Nadia

The promises on the website were fulfilled immediately during the first contact. The risks we were willing to take were assessed strictly but fairly. Our customers respond positively to the clear terms and conditions.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

  • Nationwide coverage
  • First consultation free and without obligation
  • Fixed rates where possible
  • Affordable legal advice from lawyers and legal experts
  • Always a response within 4 hours

First, see how we work

A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

  • You can view our working method before submitting an application
  • You will get a feel for the office and the people faster
  • The video supports the choice for customized legal solutions
  • After that, you can immediately request a quote or intake

What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

  • A clear roadmap: intake, concept, revision round, and final version
  • Practical explanation on how to use the document
  • Legal attention to liability, payment, and termination
  • Where possible, provide clarity in advance regarding price and delivery time
Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
  • Telephone consultation included
  • No standard template
  • Review by legal specialists

What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
  • One adjustment round
  • Clear explanation where necessary
  • Fixed price where possible

The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

The correct implementation depends on your situation and the degree of dependence on the software. These choices determine the protection you actually receive.

Choice or question Why this matters legally
Which release events do you include? Do you limit yourself to bankruptcy, or do you also include cessation of maintenance and non-performance? The broader the events, the greater your protection.
Are you verifying the deposit is active? An uncontrolled deposit provides a false sense of security. Choose between a light completeness check and a full construction and testing verification by an expert.
How extensive are the usage rights after issuance? Are you only permitted to maintain, or also to further develop and engage third parties? This determines whether you can truly continue independently after issuance.
Two-party or three-party escrow? A three-party agreement with the escrow agent as a party provides stronger enforceability than an agreement that applies only between the supplier and the purchaser.
How often is the deposit updated? For rapidly evolving software, releasing an outdated version is worthless; establish an update frequency that fits your release cycle.
Clauses and provisions

Which parts belong in source code of an escrow agreement?

A comprehensive escrow agreement regulates not only the safekeeping, but, more importantly, exactly what is deposited, when you gain access, and what you are permitted to do with it. The components below form the core.

Provision Relevant to Legal point of attention
Parties and escrow agent At the start Name the supplier (deposit holder), the purchaser (beneficiary), and the independent escrow agent with their roles and powers.
Depot material At startup and during updates Describe specifically what is being deposited: source code, build and compilation instructions, technical documentation, access credentials, and used libraries.
Release events At the start Specify exhaustively when delivery takes place, for example, bankruptcy, suspension of payments, cessation of maintenance, or structural non-performance.
Verification of the deposit Periodically Agree that the agent or an expert checks whether the source code is complete and actually buildable.
Update obligation With every new version Require the supplier to update the repository with new releases, patches, or major updates.
Usage rights after issuance From release event Determine what the customer may do with the source code: maintain, modify, have maintained by third parties, and for what duration.
Confidentiality Continuous Requires the customer to keep the source code confidential and to use it exclusively for the agreed purpose.
Costs and duration At the start Regulate who bears the escrow costs, the duration of the agreement, and the consequences of termination.
Use in practice

How do you use this document correctly?

An escrow agreement only works if you actively manage it. The moments and actions below ensure that the protection is actually usable when it matters most.

Situation What should you do? Point of attention
Upon purchase or renewal of the software Conclude the escrow agreement simultaneously with the license or development agreement Negotiating escrow after the fact rarely succeeds; you have the most influence at the time of the deal.
Immediately after signing Have the first deposit actually take place and be verified An empty or non-buildable deposit provides certainty on paper only.
With every new software version Check if the supplier has updated the deposit Without up-to-date source code, you cannot continue with the version you are running after a release event.
At a release event Invoke the release to the escrow agent in a timely manner and document the event Acting quickly and demonstrably prevents discussion about whether the event occurred.
Common mistakes

Common mistakes

With escrow, things often go wrong not in the text, but in the execution. These are the mistakes that make the protection worthless in practice.

Wrong Consequence Better approach
The deposit is never filled or verified You think you are protected, but receive an outdated or unusable code upon issuance Agree on mandatory filing and periodic verification, and ensure that this takes place.
Release events formulated too narrowly In the event of a cessation of maintenance without bankruptcy, you will be denied access Also explicitly include non-performance and termination of support as events.
No documentation or building instructions filed along with it The source code exists, but no one can turn it into working software Require that documentation, build environment, and dependencies be part of the repository.
Usage rights not settled after issuance You have the code, but are legally not allowed to modify it or have it maintained Explicitly specify which uses and modifications are permitted after issuance.
Two-party agreement without an escrow agent In the event of bankruptcy, the agreement is difficult to enforce against the trustee Choose a three-party escrow with a professional, independent agent.
Risk profile

What is your situation and what do you pay attention to?

Which points of attention carry most weight for you depend on your role and the degree of dependence. Recognize your situation below.

Risk profile Example Focus in the document
Customer of business-critical custom software You are fully dependent on a specific supplier for your primary process Emphasize broad release events, current filing, and extensive maintenance rights.
Software supplier You want to offer customers certainty without revealing your source code Limit usage rights to maintenance, enforce strict confidentiality, and establish clear release events.
SaaS or cloud service The software runs at the supplier, not at yours In addition to source code escrow, consider data and environment escrow as well, because source code alone is insufficient.
Tendering or due diligence A client or investor demands continuity guarantees Ensure that the escrow is demonstrably funded and verified, not merely contractually agreed.
Additional documents

When is this document not enough?

An escrow agreement ensures the continuity of the source code, but rarely stands alone. In these situations, you require additional documents.

Situation Supplementary document Why
You want to record the use of the software yourself EULA software license The escrow handles the emergency situation; the license manages your daily usage rights to the software.
You share confidential information during negotiations Confidentiality Agreement Before sharing source code or trade secrets, establish broader confidentiality.
The supplier processes personal data for you Data Processing Agreement If the software processes personal data, the GDPR additionally requires a data processing agreement.
Explanation of this document

Escrow Agreement Drafting Source Code, why?

Not every entrepreneur knows exactly what escrow agreement source code is, when you need them, and which risks they must cover. That is why we explain below what this document entails, what you should look out for, and why customized legal solutions are important.

What is a source code escrow agreement?
A source code escrow agreement is a triangular agreement between a software vendor, a software user, and an independent escrow agent, whereby the software source code is periodically deposited with the escrow agent and released to the user if one of the agreed release conditions occurs. Source code escrow protects the user's business continuity: if the software vendor goes bankrupt, ceases operations, or no longer maintains the software, the user can release the source code and have the software maintained by another party. Without source code escrow, the user is entirely dependent on the continuity of their software vendor—an existential risk for companies whose core processes run on custom software. Our lawyers draft escrow agreements for users and vendors that concretely and enforceably define the release conditions, correctly establish the deposit frequency and quality, clearly formulate the escrow agent's obligations, and align with well-known escrow providers in the market.
Which release conditions must you include in the escrow agreement?
Release conditions —also known as release events—are the situations in which the escrow agent releases the source code to the user. The most common release conditions are: bankruptcy or suspension of payments by the supplier; cessation of the supplier's business activities; failure to comply with maintenance or support obligations for a certain period despite notice of default; and the supplier's refusal to maintain the software in accordance with the agreement. Your escrow agreement must accurately define the release conditions and establish the release procedure: who determines the release condition, what documentation is required, and within what timeframe does the escrow agent release the source code? A description of the release condition that is too vague leads to disputes regarding whether that condition has occurred. Our lawyers formulate release conditions that are concrete and enforceable.
How do you ensure the quality and completeness of the deposited source code?
A source code escrow is only effective if the deposited source code is actually complete and functional. An escrow containing only partial or outdated source code offers the user no real protection. Your escrow agreement must specify the deposit frequency —with every new release, at least twice a year—and the quality requirements for the deposited source code: the code must be complete, including all dependencies, libraries, and build scripts, and must be accompanied by sufficient documentation to enable a competent developer to build and maintain the software. A periodic verification test —in which a technical expert actually compiles and tests the deposited source code—provides the greatest assurance regarding usability. Our lawyers advise you on practical quality safeguards.
How does it work at MKBjuristen?
After a brief intake regarding the software, the supplier, and your specific continuity risks, our lawyers draft a source code escrow agreement that concretely describes the release conditions, establishes the filing frequency and quality, clearly formulates the obligations of the escrow agent, and aligns with escrow providers in the Dutch market.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
Request a quote

Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Custom solutions per industry and company

Every business operates differently and faces different legal risks. Therefore, we tailor the document to your industry, customers, agreements, and way of working.

Webshops & e-commerce

Focus on online sales, delivery, returns, complaints, payment, digital products, and consumer regulations.

Business services

Attention to the assignment, additional work, liability, payment, termination, and reliance on client information.

Construction, installation & execution

Attention to planning, delivery, warranties, additional work, materials, delays, and liability risks.

Software, SaaS & digital services

Attention to licenses, availability, support, updates, data, intellectual property, and limitation of liability.

Trade, supply & wholesale

Attention to delivery, transport, payment, retention of title, warranties, delivery times, and international agreements.

Consultants, freelancers & advisors

Attention to scope, best efforts obligations, cancellation, payment, liability, and confidential information.


A legal document only has value if it suits your practice. That is why we look not only at the text, but also at how you use the document in your business.

Common mistakes with legal documents

A legal document often seems simple, but small errors can have major consequences later on. In practice, we see that entrepreneurs run the greatest risk when a document does not align well with their business, agreements, or way of working.

  • Using a standard document that does not suit the company
  • Forgot important agreements regarding payment, delivery, liability, or termination
  • Have a document generated without legal review
  • Continuing to use old documents while the company has changed
  • Not knowing how the document should be used correctly in practice

A legal document only prevents problems if it suits your situation. That is why we look not only at the text, but also at your company, agreements, and risks.

Why is a standard document often not enough?

Because a standard document does not take into account your industry, customers, risks, and specific agreements, important provisions may be missing or not align well with your practice.

Can I create a legal document myself using AI?

AI can assist in creating text, but does not independently assess whether the document is legally appropriate, complete, and usable for your business. Legal review therefore remains important.

When do I need to have my document checked?

Have your document checked if your business has changed, you have new customers or services, you have doubts about existing agreements, or the document has not been updated for a long time.

Will I also receive an explanation about the use of the document?

Yes. We explain how to use the document in practice, what to look out for, and which steps are important to prevent disputes afterwards.

Contact us

Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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