HELSINKI REGION CHAMBER OF COMMERCE 
ESCROW AGREEMENT
(Intellectual Property Development Protection Agreement)

1	 Parties to the Agreement

1.1	[company name and business ID] (hereinafter the “Depositor“)
[address]
	[e-mail and telephone number]
	[contact person]
	[VAT number]
	e-invoice address

1.2	Helsingin Kamari Oy (hereinafter the “Escrow Agent“)
	[address]
	[e-mail and telephone number]
	[contact person]	

2	 Definitions

“Materials“		means the proprietary technology and other materials to be deposited under this Agreement. All references in this Agreement to the Materials shall include the initial Materials and any updates.

	“Agreement“		means this agreement.

3	Purpose of the Agreement

3.1	The Depositor desires to protect certain proprietary technology (such as trade secrets, computer source code, documentation, algorithms and other related material) or other material by depositing Materials into an independent escrow account showing when the Materials was fixed in a certain form, containing certain specific features and functions.

3.2	The Escrow Agent shall accept and retain the proprietary technology, maintain time stamped records of the proprietary technology, and protect its confidentiality.

3.3	With the Agreement the parties shall define the terms and conditions,

	3.3.1 	upon which the Depositor shall deposit the Materials with the Escrow Agent and

	3.3.2 	upon which the Escrow Agent shall have the Materials deposited.
 
4	Deposits

4.1	The Depositor shall, within thirty (30) days of the date when the Agreement has entered into force, deposit the Materials with the Escrow Agent.

4.2	The Depositor shall conspicuously label for identification each deposited document, magnetic tape, memory stick, external hard drive, CD or other media upon which the Materials are written or stored.  Additionally, the Depositor shall complete Appendix 1 to this Agreement by listing each such media by the item label description, the type of media and the quantity. Appendix 1 shall be signed by the Depositor and delivered to the Escrow Agent with the labeled Materials.  Unless and until the Depositor makes the initial deposit with the Escrow Agent, the Escrow Agent shall have no obligation with respect to this Agreement.

4.3	When the Escrow Agent receives the Materials and Appendix 1, the Escrow Agent will conduct a visual deposit inspection certifying that the labeling of the media matches the item descriptions and quantity on Appendix 1.  At completion of the deposit inspection, if the Escrow Agent determines that the labeling of the media matches the item descriptions and quantity on Appendix 1, the Escrow Agent will date and sign Appendix 1 and mail a copy thereof to the Depositor.  If the Escrow Agent determines that the labeling does not match the item descriptions or quantity on Appendix 1, the Escrow Agent will (a) note the discrepancies in writing on Appendix 1; (b) date and sign Appendix 1 with the exceptions noted; and (c) mail a copy of Appendix 1 to the Depositor.  The Escrow Agent's acceptance of the deposit occurs upon the signing of Appendix 1 by the Escrow Agent.  Delivery of the signed Appendix 1 to the Depositor is the Escrow Agent's notice that the Materials have been received and accepted by the Escrow Agent.

4.4	After receiving the Materials in escrow the Escrow Agent shall keep the Materials in a safe place and in a secure manner so that the confidentiality of the Materials shall not be endangered. 

4.5	The Depositor represents as follows:

	a.	The Depositor lawfully possesses all of the Materials deposited with the Escrow Agent;

	b.	With respect to all of the Materials, the Depositor has the right and authority to grant to the Escrow Agent the rights as provided in this Agreement; and

	c.	As of the effective date of this Agreement, the Materials are not the subject of a lien or encumbrance, however, any liens or encumbrances made after the execution of this Agreement will not prohibit, limit, or alter the rights and obligations of the Escrow Agent under this Agreement.

4.6	Updates to the Materials may be added to the existing deposit. All deposit updates shall be listed on a new Appendix 1 and the Depositor shall sign and deliver to the Escrow Agent the new Appendix 1 with the updated Materials. Each update and Appendix 1 will be held and maintained separately within the escrow account. A record will be created which will document the activity for each Appendix 1. The processing of all deposit updates shall be in accordance with Sections 4.2 through 4.5 above.
 
4.7 	Upon request by the Depositor, the Depositor shall at the Depositor’s expense be entitled to receive one or more copies of the Materials as long as the original Materials remain in the Escrow Agent's possession.

4.8 	The Escrow Agent shall have the right to make copies of the Materials as reasonably necessary to perform this Agreement. With all Materials submitted to the Escrow Agent, the Depositor shall provide any and all instructions as may be necessary to duplicate the Materials including but not limited to the hardware and/or software needed. Any copying expenses incurred by the Escrow Agent as a result of a request to copy will be chargeable to the Depositor.  Alternatively, the Escrow Agent may notify the Depositor requiring its reasonable cooperation in promptly copying the Materials in order for the Escrow Agent to perform this Agreement. 

4.9	At the Depositor’s request the parties and a third party named by the Depositor shall together perform an inspection and / or test of the Materials which, based on the Depositor’s demonstration, shall reasonably ascertain the contents of the Materials. The inspection and / or test shall be performed on the Escrow Agent’s premises. The Escrow Agent shall have the right to charge the Depositor for the working hours and other costs and expenses resulting from the inspection and / or the test. The duties of the Escrow Agent regarding the inspection and the test are limited to the delivery of the Materials to the inspection and / or the test organized by the Depositor and to the collection of the Materials back to deposit after the inspection and / or the test. The parties shall keep minutes of the performance of the inspection and / or the test.

4.10	The maximum cumulative size of all the deposited Materials under this Agreement may not exceed the following measurements: 35 cm x 30 cm x 10 cm.

5 	Fees

5.1	The Escrow Agent’s fee pursuant to the Agreement shall consist of an establishment fee, annual fee and update fee in accordance with the Escrow Agent’s then current price list. The effective price list on the date of the signature of the Agreement is attached hereto as Appendix 2. The Escrow Agent shall have the right to change the price list by notifying the Depositor thereof in writing at least ninety (90) days prior to the effective date of change. The changes shall have no effect on the payments charged before the effective date of change.

5.2	Should the Depositor require the Escrow Agent to take any other measures than to receive and release the Materials as well as to have the Materials deposited, the Escrow Agent may also charge the actual working hours and the costs and expenses in accordance with its then current price list. 

5.3	Notwithstanding anything to the contrary in this Agreement, the Escrow Agent shall have no obligation to release the Materials nor to take any other actions before all its receivables pursuant to the Agreement have been paid in full. Additionally, the Escrow Agent shall have the right to demand advance payment prior to taking any actions according to this Agreement (e.g. prior to participating in the inspection or test). 

5.4 	The fees shall be paid to the Escrow Agent against an invoice. The term of payment is fourteen (14) days from the date of invoice and the interest on delayed payments accrues in accordance with the Interest Act (633/82).

6	Term and Termination of the Agreement

6.1	The Agreement shall enter into force after both parties have signed it. The Agreement is made for an indefinite period. Both parties shall have the right to terminate this Agreement upon ninety (90) days’ written notice to the other party. 

6.2	The Escrow Agent shall have the right to terminate the Agreement with immediate effect if any of the Escrow Agent’s receivables are unpaid and the payment has not been made within thirty (30) days of the dispatch of the Escrow Agent’s written notice of the delay. 

6.3 	Upon the termination of the Agreement, the Escrow Agent shall destroy, return or otherwise deliver the Materials in accordance with the Depositor’s instructions and at the Depositor’s expense. If there are no instructions, the Escrow Agent may, at its sole discretion, destroy the Materials or return them to the Depositor.

7	Liability of the Escrow Agent and Indemnification

7.1 	The Escrow Agent undertakes to fulfill its obligations under this Agreement with care and to the best of its abilities. The Escrow Agent shall not be liable for any damage to the Materials or any other damages caused by the Depositor.

7.2 	The Escrow Agent shall not be liable for anything relating to the Materials such as their completeness, correctness, quality or condition.

7.3 	The Escrow Agent shall have neither a duty to examine the delivered Materials’ completeness, correctness, quality or condition, nor a duty to examine whether the material deposited with it is the Materials specified in the Agreement.

7.4 	The Escrow Agent may rely on any written notification, notice, communication, demand, request or any other correspondence submitted to it under this Agreement and act accordingly.  	
7.5 	The Escrow Agent shall not be liable for any indirect or consequential damages.

7.6 	The Escrow Agent shall not be liable for any damages in excess of ten thousand (10 000) euros unless the damage results from gross negligence or wilful misconduct.

7.7 	The Depositor shall notify the Escrow Agent of a breach of the Agreement within fourteen (14) days of the Depositor’s receipt of information on a cause thereto. The arbitration proceedings shall be instituted within twelve (12) months after a cause thereto has arisen. 

7.8	The Depositor agrees to indemnify, defend and hold harmless the Escrow Agent from any and all claims, actions, damages, arbitration fees and expenses, costs, attorney's fees and other liabilities  incurred by the Escrow Agent relating in any way to this Agreement, except where it is adjudged that the Escrow Agent has acted with gross negligence or wilful misconduct. 

8	Force Majeure

8.1	Any party shall not be liable for damages resulting from an obstacle beyond the party’s control which such party cannot reasonably be required to have taken into consideration at the time the Agreement was entered into and the consequences of which the party also could not reasonably have prevented. 

8.2	Any party shall immediately notify the other party of a force majeure event as well as the termination thereof.

9	Confidentiality

9.1	The parties undertake to keep in confidence the existence of the Agreement and the confidential information of the other parties received in connection with this Agreement. The Escrow Agent undertakes particularly to keep in confidence the Materials deposited with it and not to release the Materials or any information on the Materials to any third parties unless otherwise agreed in this Agreement.

9.2	The duty of confidentiality shall remain in force also after the termination of the Agreement.

10	Entire Agreement and Amendments 

10.1	This Agreement and its Appendices constitute the entire agreement between the parties and supersede all prior communications between the parties concerning the subject matter hereof.

10.2	Any amendments and additions to the Agreement shall be made in writing and signed by both parties hereto. 

11	Transfer of the Agreement

11.1	The parties shall have no right to transfer the Agreement. The Escrow Agent shall, however, have the right to transfer the Agreement with the Depositor’s written consent, which consent it shall not withhold without a material and justifiable reason thereto. The Escrow Agent shall also have the right to transfer the collection of its receivables based on the Agreement.

12	Notices, Communications and Changes of Addresses

12.1	All notices, communications, demands, requests and other notifications under this Agreement shall be made in writing and sent by mail, telefax or e-mail to the address specified in Clause 1 of this Agreement (or such other address as may be later notified in writing by the receiving party to the other party) and shall be deemed given appropriately and notified at the following dates: 

	17.1.1	if sent by mail, five days after the date of dispatch as first-class mail; and

	17.1.2	if sent by telefax or e-mail, on the next working day (from Monday to Friday excluding holy days) following the acknowledgement of receipt.

12.2	A party to this Agreement shall notify the other party immediately in writing of any change of address.

13	Settlement of Disputes and Applicable Law

13.1	All disputes arising out of this Agreement shall be finally settled in the arbitration proceedings of one arbitrator. The arbitrator, who shall be an impartial lawyer familiar with IT law and independent of the parties to the dispute, shall be appointed by the Board of Arbitration of the Central Chamber of Commerce of Finland and the arbitration shall be conducted in accordance with. the rules for Expedited Arbitration of the Arbitration Institute of the Central Chamber of Commerce of Finland.  The arbitration proceedings shall take place in Helsinki. The Escrow Agent shall, however, have the right to demand payment based on the Agreement at the District Court of Helsinki.   

13.2	This Agreement shall be governed by the laws of Finland excluding its choice of law provisions that would lead to the application of laws of a foreign country.

14	Appendices

		Appendix 1: Description of the Deposited Materials
		Appendix 2: Price List 

15	Agreement Documents

This Agreement has been prepared in two (2) identical counterparts, one copy for each party.

	____________________ ______/_____/_______

	[Official Company Name of the Depositor]
	[Signature of the Depositor]

	In Helsinki, ______/_____/________

	[Official Company Name of the Escrow Agent]
	[Signature of the Escrow Agent]