List the release triggers for a software escrow and the bankruptcy election that is not an escrow
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the term sheet, list each event the sheet says releases the deposit, who may demand release, and what materials are to be deposited. Do not write the escrow agreement.
- What the lawyer must review
- The lawyer writes the escrow agreement. 11 U.S.C. § 365(n) is not an escrow statute. If the trustee rejects an executory contract under which the debtor is a licensor of a right to intellectual property, the licensee may elect to treat the contract as terminated where the rejection is the kind of breach that would allow termination, or to retain its rights, including exclusivity but excluding other specific-performance rights under nonbankruptcy law, as those rights existed immediately before the case, for the duration of the contract and any period the licensee may extend as of right. If the licensee retains its rights, it makes the royalty payments due and is deemed to waive setoff in respect of the contract and any claim allowable under § 503(b) arising from performance of the contract. The statute also refers to an agreement supplementary to the licence. Whether an escrow agreement is that supplementary agreement is the lawyer’s decision. Formal Opinion 512: the trigger list is checked against the term sheet.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Consider narrowly defined preparation support after confirming the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
- Review operative clauses in the complete document, including definitions, cross-references, schedules and inconsistencies with the instructions.
- Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.