When negotiating a software license at one point a prudent licensee will ask, "What happens if the software vendor goes out of business?" What usually follows is a request to access the source code and any other critical materials used to maintain the software.
From the software vendor's perspective, giving the licensee access to the source code and other confidential materials is a risk to its business. How does the software vendor know the licensee will keep the source code safe and secret and will not prematurely use it? What if dozens of licensees demand the source code?
From the licensee's perspective, not having access to the source code and other materials needed to maintain and update the software is a risk to its business. How will the licensee continue to use and maintain software, it heavily depends on, if the software vendor goes out of business, fails to meet its obligations or any other number of unforeseen events?
During the negotiation of a software escrow key aspects of the agreement need to be discussed and agreed upon. When should the escrow materials be released? What can the licensee do with the escrow materials once they are released? How often will the materials be updated? What testing should be conducted on the materials?Download an agreement
Source code, documentation and any other important materials should be easily deliverable to the software escrow agent. Upon receiving the escrow materials the escrow agent should perform a Standard Verification to increase the protection a software escrow provides.Standard Verification
Once the software escrow agent has the source code properly stored in secure escrow vaults, the agent awaits for a mutually agreed upon release condition to occur. These release conditions are often bankruptcy or failure to maintain the software.Sample Release Conditions
As new versions of the software are developed corresponding updates to the escrow should occur.
The escrow provider should make this process as easy as possible preferably with an online escrow management tool.Online Escrow Management
If a software license terminates without a release condition occurring then the materials can either be returned to the software vendor or destroyed depending on the software vendor's wishes.
For nearly a quarter of a century EscrowTech has helped thousands of customers all over the world with their software escrow needs.
When our standard agreements don't fit your unique situation, our in-house counsel can work with your attorney to customize them.
Is the software escrow clause holding up your software license agreement? If so, EscrowTech can help you quickly set up an escrow in as little as one day.
We employ our own internal developers allowing for a higher level of specialized technical capability.
Upload source code, view account documents, pay bills and more all from the convenience of your web browser.
For nearly a quarter of a century escrowtech has securely stored over half of the fortune 500's materials at our two secure escrow vaults.
Source code is securely stored at two separate physical locations. This approach ensures that your source code is never lost and is always available in the event of a release.
Predictable, fair and no unpleasant surprises.
Thanks EscrowTech for over eight years of outstanding service. You have always been willing to go the extra mile for all the parties, but always keep the legal rights of the parties protected. EscrowTech has taken a software requirement which sometimes can be painful and made it a simple process. Keep up the good work.
Our experience of EscrowTech over the past 12 years has been a one of complete satisfaction. They are competent, affordable, responsive, and treat you personally in a professional and caring manner. They continue to make it easier to update registration materials, and follow up quickly with our clients whenever a new deposit is uploaded. A great, reliable experience.
Thanks for all the help. I appreciate how easy and accommodating it was to set up our escrow agreement. I look forward to future business