ESCROW SERVICES
What is Software Escrow?
Software escrow is the deposit of software's source code into an account held by a third party escrow agent. Escrow is typically requested by a party licensing software, to ensure maintenance of the software. The source code is released to the Licensee if the developer files for bankruptcy or otherwise fails to maintain and update the software as promised in the software license agreement.
Licensee Protection
If a Licensee of mission critical software is concerned that the software creator will, for some reason in the future, no longer support that software, then the Licensee can request that the source code be placed in a software escrow account with Advanced Records Management, a trusted third party.
The Licensee will have the right to access the source code and support the software itself if certain pre-defined events occur. An escrow agreement also prevents the vendor's rights to maintain control over its intellectual property in the absence of such circumstances.
Intellectual Property Protection
Software escrow can also be used by the creator of intellectual property to protect its own interests. An escrow agent will date and time-stamp the deposited materials, providing third-party documentation on the development of that intellectual property.
This is very important in the event of trade secret infringement or other legal contention for the rightful ownership of intellectual property.
Contractual Agreements
Advanced Records Management offers the following standard agreements, which can be customized to specific needs and situations:
- Two Party Agreement - a contract between the Depositor and ARM (Escrow Agent), naming software Licensee(s) as beneficiary
- Three Party Agreement - A contract between the Depositor, Licensee(s) and ARM (Escrow Agent)
Either contract may include one or more of the following:
- Beneficiary (Licensee) Protection
- Status reports
- Signed copy of all new deposit materials
- Inspection of all deposit materials
- Activity reports listing the time(s), date(s) and person(s) with access
