---
title: "List the release triggers for a software escrow and the bankruptcy election that is not an escrow"
url: "https://ailawframework.com/practice/technology-media-and-telecommunications-it-contracts/draft-a-software-escrow-agreement-from-the-release-triggers/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A24-T1-R7-US"
practice_area: "Technology, Media & Telecommunications / IT Contracts"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# List the release triggers for a software escrow and the bankruptcy election that is not an escrow

> 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.

Canonical page: https://ailawframework.com/practice/technology-media-and-telecommunications-it-contracts/draft-a-software-escrow-agreement-from-the-release-triggers/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Technology, Media & Telecommunications / IT Contracts](https://ailawframework.com/practice/technology-media-and-telecommunications-it-contracts.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| 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 | United States |
| Applies to | [Draft a software escrow agreement from the release triggers](https://ailawframework.com/practice/technology-media-and-telecommunications-it-contracts/draft-a-software-escrow-agreement-from-the-release-triggers.md) |

## Checking plan

- What the AI does: 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.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Do not describe § 365(n) as a right to force delivery of source code. The election is the licensee’s choice on rejection, on the terms of the subsection.
- The rest of § 365(n), including what the trustee must allow and must not interfere with, is for the lawyer to read before the escrow is settled.
- Copyright in the deposited code starts with § 201. Deposit with an escrow agent is not an assignment.

## Sources

- [11 U.S.C. § 365, executory contracts and unexpired leases](https://www.law.cornell.edu/uscode/text/11/365) (checked 2026-10-22)
- [17 U.S.C. § 201, ownership of copyright](https://www.law.cornell.edu/uscode/text/17/201) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Software source code escrow agreement (three-party: supplier, customer and escrow agent)](https://ailawframework.com/precedents/technology-media-and-telecommunications-it-contracts/software-source-code-escrow-agreement.md) | Agreement | Yellow | A three-party escrow agreement for business-critical software: deposit materials and update cycle, verification, release events that do not rely on insolvency alone, the release procedure and… |

Signed-in accounts can read the full text of each one.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*