Advice for software contract

Hello Experts.

I have a software product that have been sold to several clients of mine, and clients of a distributor company. The distributor company wants to keep a copy of the source code, in case I can´t provide the developing services, as I work alone. I don´t fully like the idea of giving them the source code. I'm asking for some ideas about what to include in the contract so they can not make a bad use of  the source code, or, a way to avoid giving them the code but still assuring they will have access to it in case I can´t provide the services.

Kind regards.
Who is Participating?
Put the source in eskrow. Have a lawyer draw upan agreement outlining the conditions under which the distributor is to receive the source.  then the lawyer holds the code and can only turn it over if the conditions outlined occur.

Anthony RussoCommented:
This is part of negotiations. To have access to the code upon fault of yours the price of the software should be increased. To have initial access to the code regardless of fault of yours would be a higher price.

I agree with COBOL that you should have a lawyer put the code into escrow. Who pays for the lawyer and how this process affects the price is also negotiable.

Good luck,

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