IP and technology · Technology counsel, in-house legal, operational resilience lead
Check a source code escrow and continuity plan
A bank relies on a small supplier for a settlement component and has an escrow agreement signed in 2019. The review checks which events actually release the material and whether what is deposited would be usable if they occurred.
- Agents
- Contract, IP & Technology
- First draft
- A release-event and usability analysis comes back from one run, before the supplier review board meets.
The problem
Step 01 of 05
Add the escrow and the underlying contract
The escrow agreement, the supply contract, the deposit certificates and the supplier's last filed accounts go on one matter.
Project Halcyon: SPA warranties and disclosure
Buy-side warranty review, disclosure analysis and cited due-diligence grid.
- Client
- Halcyon Bidco Ltd
- Reference
- WC-2026-0412
- Practice area
- Corporate / M&A
- Jurisdiction
- England and Wales
- Responsible partner
- E. Vance
No conflict check on file.Chat, on this matter
Compare warranties with the disclosure letter.
Three high-priority exceptions require action: the unregistered charge, the change-of-control right and the tribunal claim.
Send a message… (@ to mention tools)BalancedPrepare for- 25 Aug
Disclosure exceptions matrix
Chat
- 21 Aug
Disclosure exceptions matrix
Run · completed · 560 credits
- 18 Aug
Project Halcyon: Disclosure Letter
Document · indexed
- 16 Aug
Project Halcyon: Share Purchase Agreement
Document · indexed
- 4 Aug
Matter opened
Opened
Step 02 of 05
Run the release-event analysis
Prepare for: Work-Stream Memo. Each release event is read against realistic supplier failure scenarios, including a solvent wind-down and a sale of the business.
Agent
Jurisdiction
Prepare for
Deliver as
Instruction
What should the agent look for?Documents
Drop a contract, or pick one from the matter
Also on the matter
- Offer_letter_v3.pdf2 pages
- Staff_handbook_2025.docx61 pages
- Board_minute_14_Aug.pdf3 pages
Platform model · zero data retention · audit register onStep 03 of 05
Read what is missing
The events do not cover a supplier who stops providing support without entering a formal process, and the deposit has not been updated since 2021.
6 items need your confirmation14 authorities · Where we lookedSenior Associate Employment Contract: English Law Review
Summary
- 1.
Clause 9(c), non-competeHigh
The 12-month prohibition on working for any law firm anywhere in the UK, Ireland or EU, in any capacity, is almost certainly wider than reasonably necessary and therefore unlikely to be enforceable.
Tillman v Egon Zehnder Ltd [2019] UKSC 32 - 2.
Clause 11, data and monitoringHigh
Blanket contractual consent is not an adequate basis for general employment processing, special-category data or unrestricted monitoring.
UK GDPR, Arts 6 and 9 - 3.
Clause 4, holiday carry-overHigh
The unconditional five-day cap conflicts with mandatory carry-over rights where sickness, statutory leave or employer failure prevents leave being taken.
Working Time Regulations 1998, regs 13 to 13A
- 1.
Step 04 of 05
Test usability
The deposit schedule is compared with what would be needed to build and run the component, and the build environment and third party licences are absent from both.
6 items need your confirmation14 authorities · Where we lookedSenior Associate Employment Contract: English Law Review
Summary
- 1.
Clause 9(c), non-competeHigh
The 12-month prohibition on working for any law firm anywhere in the UK, Ireland or EU, in any capacity, is almost certainly wider than reasonably necessary and therefore unlikely to be enforceable.
Tillman v Egon Zehnder Ltd [2019] UKSC 32 - 2.
Clause 11, data and monitoringHigh
Blanket contractual consent is not an adequate basis for general employment processing, special-category data or unrestricted monitoring.
UK GDPR, Arts 6 and 9 - 3.
Clause 4, holiday carry-overHigh
The unconditional five-day cap conflicts with mandatory carry-over rights where sickness, statutory leave or employer failure prevents leave being taken.
Working Time Regulations 1998, regs 13 to 13A
- 1.
Step 05 of 05
Take it to the review board
Action items cover the amendment to negotiate, the verification service to commission and the interim workaround while both are outstanding.
Replace the UK/Ireland/EU non-compete with a 3 to 6 month restriction tied to competing corporate-law work.
Replace blanket data consent with a lawful-basis clause and a separate monitoring notice.
Remove the five-day carry-over cap and reference the statutory carry-over rules.
Narrow the client non-solicit to clients dealt with in the final 12 months.
Add an explicit working-time opt-out withdrawal mechanism.
Confirm the bonus clause states the discretion is exercised in good faith.
What comes back
A document, not a transcript.
- Release events tested against realistic failure scenarios, with the two that are not covered named.
- A deposit currency check against the certificates, showing the gap since the last update.
- A usability analysis comparing the deposit schedule with what building the component would require.
- An amendment list and a verification recommendation, with an interim position for the review board.
Authorities it checks
- Insolvency Act 1986, s 123
- Corporate Insolvency and Governance Act 2020, s 14
- Copyright, Designs and Patents Act 1988, s 50A
What it does not do
- It does not verify the deposit. That is a technical service the memo recommends commissioning.
- It does not assess the supplier's solvency beyond reading the accounts supplied.
- It does not negotiate the amendment with the supplier or the escrow agent.