Software Escrow FAQ

• Service
  • How easy is it to deal with the vendor?
  • Is the vendor flexible in their ability to amend agreements?
  • How responsive is the vendor to your questions?
  • Are you able to deposit directly from the developer’s git?
• SaaS – Cloud Applications
  • Does the vendor have experience in creating SaaS business continuity solutions within AWS, Microsoft Azure and Google Cloud?
•  Security
  • Does the vendor maintain ISO27001 and ISO27017 certification?
  • Does the vendor provide secure SFTP uplink to deposit data?
  • Is your data encrypted at all times?

Yes! There are many software escrow vendors in the marketplace. It is imperative to check their cloud/SaaS experience, data security accreditations and their level of customer service.

Source code verification is the independent testing of the source code to ensure that it can be rebuilt into a working version of the software.

Under the agreement, there is a set process for dispute resolution which is by an independent arbitrator appointed by The Escrow Company. The decision of the arbitrator is binding. In the US, The Escrow Company will appoint an arbitrator from the American Arbitration Association in Atlanta, Georgia.

In the event of a release event being triggered, the beneficiary must make contact with The Escrow Company to advise of such an event. The Escrow Company will make contact with the developer and provide an opportunity to provide contrary instructions. If no contrary instructions are received after a set period of time, The Escrow Company will release the source code and related documentation to the beneficiary.

A software escrow agreement outlines the responsibilities of all the parties and includes the pre-defined release conditions. The release conditions usually includes events such as bankruptcy, appointment of a receiver or the developer ceases trading. The release conditions can all be negotiated at the time of setting up the agreement.

The objective of a software escrow agreement is to protect the intellectual property rights of the developer while providing comfort to the end user that if the software developer is unable or unwilling to support the software, the source code can be released to them.

Software escrow is a three party agreement between a software vendor (the depositor), the end user (beneficiary) and the software escrow agent. Under the software escrow agreement, the developer must periodically deposit with the software escrow agent the source codes, documentation and items related to the software which may include deployment scripts, container images, system images and databases.