Fast Release in SaaS Escrow
SaaS Escrow Release Conditions. “Release Conditions” means any of the following: (i) failure of a Critical Function (as defined below), if such failure is not cured within __ days of Customer’s notice to Provider (a “Critical Release Condition”); … [insert Release Conditions (ii) through (vi) from Subchapter 3’s clause box]. If the Escrow Agent releases Deposit Materials solely due to a Critical Release Condition and Provider later cures the Critical Function’s failure, Customer shall delete and return the Deposit Materials pursuant to Subsection __(c)(iii) [in Subchapter 2’s clause box] within ___ days of Provider’s written notice of cure, unless this Agreement is due to terminate within ___ days of such cure. (“Critical Function” means ____.)
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Rapid Release. In case of a Critical Release Condition as defined in the SaaS Agreement, Escrow Agent shall release the Deposit Materials to Customer within __ days of Customer’s notice, even if Provider contests the Critical Release Condition. EACH PARTY HEREBY WAIVES ANY CLAIM AGAINST ESCROW AGENT RELATED TO RELEASE OR FAILURE TO RELEASE PURSUANT TO THE PRECEDING SENTENCE, EVEN IF ESCROW AGENT’S CONCLUSION RELATED TO THE CRITICAL RELEASE CONDITION IS LATER HELD TO BE WRONG, UNLESS ESCROW AGENT’S CONCLUSION IS ARBITRARY AND CAPRICIOUS. This Section __ does not waive: (a) Provider’s right to deletion or return of released Deposit Materials if a court or arbitrator of competent jurisdiction holds that no Critical Release Condition occurred; or (b) Customer’s right to release of Deposit Materials after Escrow Agent’s refusal to do so, if a court or arbitrator of competent jurisdiction later holds, or Escrow Agent later concludes, that a Critical Release Condition did occur.