Inspection and Verification Services
Go the Extra Mile!
All of EscrowTech's software and technology escrow services include our standard inspection at no cost. Upon request, EscrowTech provides more advanced technical verification services for a fee. These services help ensure that the Deposit Materials that EscrowTech receives from the Owner or Licensor are adequate and complete. EscrowTech recommends that technical verification be conducted on the Deposit Materials of any mission critical software.
Standard Inspection
EscrowTech's Standard Inspection is provided free of cost for our software escrow, technology escrow, IP audit, IP archive, and other services. This inspection consists of the following steps:
- Each time the Owner submits Deposit Materials (e.g., source code) to EscrowTech, the Owner provides a Deposit Inventory Form with the Deposit Materials. The Deposit Inventory Form includes Owner's description or identification of the Deposit Materials.
- The Deposit Inventory Form is from a representative of the Owner and is the Owner's representation to the Beneficiary and EscrowTech that the tangible media (e.g., CD ROMs, magnetic tapes, documents, etc.) containing the Deposit Materials do in fact contain the Deposit Materials described or identified on the Deposit Inventory Form.
- EscrowTech will send to the Owner and Beneficiary a written confirmation that the Deposit Materials have been received. This confirmation will be accompanied by a copy of the Deposit Inventory Form.
- EscrowTech conducts a Physical Audit of the Deposit Materials which consists of reviewing the Deposit Materials for obvious discrepancies with the Deposit Inventory Form or other problems as follows:
- Visually inspecting the Deposit Materials to check that the labeling, if any, on the Deposit Materials matches the Deposit Inventory Form and to check for missing items. For example, if the Deposit Inventory Form states that four CD ROMs are included, but only three are present, then a missing CD ROM will be reported.
- Visually inspecting the Deposit Materials for obvious physical defects or damage. For example, a damaged CD ROM.
- Checking the Deposit Materials for viruses using anti-virus software.
- Checking the Deposit Materials to assure that the media can be read. This is done by opening a small sampling of files.
- Steps 3 and 4 are only performed for CD ROMs, DVDs, 3.5" disks, and other standard media that are readable by an EscrowTech PC running Windows XP. These steps are not applicable for Unix or IBM mainframe based software or for Deposit Materials on other media formats (e.g., 9 track magnetic tape), but may be done as part of technical verification.
- If encryption, password protection or other security issues are encountered by EscrowTech, they will be reported to Owner.
- A discovered discrepancy or problem will be reported in writing to both the Owner and Beneficiary as part of the Confirmation of Receipt of Deposit Materials.
- Beneficiaries under Minimum Service escrows do not get any notice or report.
- This Standard Inspection does not include an examination or review of the code or other contents of the Deposit Materials or their media. This Standard Inspection does not include Technical Verification.
Expanded Inspection of Deposit Materials
Depending on the nature of the Deposit Materials and other factors, EscrowTech may be able to expand the Standard Inspection as mutually agreed to include other steps or procedures or to conduct specific checks for encryption, passwords or other security issues. An Expanded Inspection of Deposit Materials is not included unless agreed to in writing and would increase the fees for an escrow and/or result in additional services on a time and materials basis or fixed fee per service basis.
Technical Verification Services
Technical Verification Services are optional and are in addition to the Standard Inspection and Expanded Inspection services described above. The following conditions apply:
- The Owner, Beneficiary, and EscrowTech must agree on the scope and type of Technical Verification Services to be conducted by EscrowTech.
- These services can be used to verify that the Deposit Materials placed into the escrow meet the technical requirements of the license agreement between the Owner and Beneficiary, or are as represented by Owner, or are sufficient to recreate the executable program, or meet other agreed upon standards or conditions. Testing and certification of software are also available.
- Different levels of Technical Verification Services are available from EscrowTech to meet the needs of our clients. Because of the different levels of verification and other complexities, Technical Verification Services are scoped and priced on a case by case basis. Common levels of Technical Verification are:
- Generate listing of all filenames (with date and file size) included in deposit submitted to EscrowTech.
- Monitor the preparation of Deposit Materials by the Owner prior to submission to EscrowTech.
- Compile the deposited source code and build an executable program following build instructions from the Owner.
- Test the compiled executable program against specifications and in accordance with a test plan.
- An EscrowTech Technical Verification Specialist will consult with the Owner and Beneficiary to determine the scope and level of Technical Verification Services desired.
Options for Technical Verification
Option 1: No Verification
Beneficiary relies on the Standard Inspection (including certification by Owner and Physical Audit) and possibly Expanded Inspection. This is the most often selected option.
Option 2: Verification By EscrowTech
As described above, an EscrowTech Technical Verification Specialist conducts the agreed upon scope and type of verification ranging from generating file name listings to compilation of source code to create an executable program, or other agreed upon verification. Simple to very complex verifications are available.
Option 3: Verification by Beneficiary
A programmer or representative of the Beneficiary inspects and verifies Deposit Materials before they are sent to EscrowTech. After inspection and verification, the Deposit Materials are sealed or otherwise secured and sent to EscrowTech. The Beneficiary relies on the inspection and verification conducted by its programmer or representative.
Option 4: Verification by Third Party
A third party contractor acceptable to both the Owner and Beneficiary inspects and verifies Deposit Materials before they are sent to EscrowTech. After inspection and verification, the Deposit Materials are sealed or otherwise secured and sent to EscrowTech. The Beneficiary relies on the inspection and verification conducted by the third party contractor.
Option 5: Other Approaches
EscrowTech is willing to cooperate with other approaches to technical verification and can be consulted on other options.
