Frequently Asked Questions

FAQs to National Software Escrow, Inc.

Frequently Asked Questions

About  National Software Escrow, Inc.

National Software Escrow, Inc. (NSE) is a privately-held company located in Brecksville, Ohio. (suburb of Cleveland).  NSE, which has been providing intellectual property escrow services since 1986, acts a neutral third party and holds intellectual property in escrow for the life of a license agreement for the benefit of both Technology Vendors and Licensees.  Whether you are a Technology Vendor with an idea to sell and protect, or a Licensee with an investment to secure, NSE has in place the facility and legal structure to provide a safe and cost-effective technology escrow arrangement.

What’s up with the cube?

The cube within NSE’s logo is a representation of NSE’s Services.  The outer cube represents National Software Escrow, Inc. and the inner, represents our clients’ assets.  The cube represents security, stability and protection. Since the foundation for NSE’s success spans over 25 years, it is very important to maintain these key attributes as part of our ongoing identity.

 

How long has NSE held intellectual property in escrow?

Since 1986, National Software Escrow, Inc. has held intellectual property in escrow.

 

How many customers does NSE have?

Over 2,000 customers worldwide place their trust in NSE’s Escrow Services.

 

What types of Escrow Arrangements are available?

NSE offers the following Escrow Arrangements:

  • Single Beneficiary (1 Technology Vendor / 1 Licensee)
  • Multi-Beneficiary (1 Technology Vendor / Multiple Licensees)
  • Multi-Vendor (1 Licensee / Multiple Technology Vendors) 

Does NSE provide template Escrow Agreements?

Yes.  NSE provides template Escrow Agreements for use when utilizing its Services.

 

Is there a fee to use NSE’s Escrow Agreements?

No.  The use of NSE’s Escrow Agreements is free-of-charge when utilizing its Services.

 

Can the terms and conditions of NSE’s Agreements be reviewed?

Yes.  NSE’s Agreements can be reviewed free-of-charge.

 

Can the default terms and conditions within NSE’s Agreements be modified?

Yes.  The majority of our customers use NSE’s Agreements as written; however, we have no objections, upon review, should you wish to modify the terms and conditions to satisfy your requirements.

 

Is there a fee to modify NSE’s Agreement?

Yes.  An additional fee is added to the 1st year escrow fees if substantive modifications are made to NSE’s standard Agreement, the determination being made in the sole discretion of National Software Escrow, Inc. and communicated to the Parties before signatures and fee payments.

 

What are the steps for establishing a Single Beneficiary Escrow Agreement?

  • Provide NSE with the official corporate names, physical addresses and contact email addresses for the organizations that will be acting as the Technology Vendor and Beneficiary.
  • NSE will prepare the Agreement and send to the parties for signature.
  • Once the Agreement is fully executed, documentation will be sent to the parties instructing them how to deposit their materials into escrow. Escrow materials will be stored, maintained, secured and preserved in a 16,400 foot firelock vault designed for the storage of magnetic media.  Optionally, escrow materials can be stored and secured in electronic format.  Upon receipt, the materials will be deposited into our safe, secure storage facility and documentation will be forwarded to the parties confirming this fact.

What are the steps for establishing a Multi-Beneficiary Escrow Agreement?

  • Provide NSE with the official corporate name, physical address and contact email addresses for the organization that will be acting as the Technology Vendor.
  • NSE will prepare the Agreement and send to the Technology Vendor for signature.
  • Once the Agreement is fully executed, documentation will be sent to the Technology Vendor instructing how to deposit their materials into escrow. Escrow materials will be stored, maintained, secured and preserved in a 16,400 foot firelock vault designed for the storage of magnetic media. Optionally, escrow materials can be stored and secured in electronic format. Upon receipt, the materials will be deposited into our safe, secure storage facility and documentation will be forwarded to the Technology Vendor confirming this fact.
  • To enroll a Beneficiary, the Technology Vendor will complete NSE’s Form 2.2 titled, “Additional Beneficiary Registration” and forward it to the Beneficiary for signature purpose. Upon NSE’s receipt of the form executed by both parties, as well as the Beneficiary’s 1st year escrow fees, the Beneficiary will be officially enrolled to the Technology Vendor’s Escrow Agreement and documentation will be forwarded to them confirming this fact.

 

What are the steps for establishing a Multi-Vendor Escrow Agreement?

  • Provide NSE with the official corporate name, physical address and contact email addresses for the organization that will be acting as the Beneficiary.
  • NSE will prepare the Agreement and send to the Beneficiary for signature.
  • Once the Agreement is made effective, the Beneficiary may enroll a Technology Vendor by completing NSE’s Form 2.2 titled, “Additional Technology Vendor Registration” and forwarding it to the Technology Vendor for signature purpose. Upon NSE’s receipt of the form executed by both parties, as well as the Technology Vendor’s 1st year escrow fees, the Technology Vendor will be officially enrolled to the Beneficiary’s Escrow Agreement and documentation will be forwarded to them confirming this fact.

 

How are NSE’s Escrow Agreements prepared?

Once the terms and conditions are agreed upon, NSE will prepare the Escrow Agreement (your choice of either PDF or hard-copy) and send it to you, along with instructions, for execution purposes.

 

How is a Deposit made?

Once your Agreement is established, Escrow Materials will be stored, maintained and secured in your choice of physical or electronic format, via Physical or Electronic delivery.

“Physical Delivery” means deposit by any non-electronic delivery manner such as, courier, courier service, postal service, mail service, hand-delivery, or any physical delivery in which data stored on tangible medium exchanges possession from one entity to another entity.  Formats for a Physical Delivery can be optical disc storage (CD-ROM, Compact Disc, (CD), Digital Video Disc (DVD), etc.), removable storage, hard drive, portable storage, memory card, memory stick, or any other tangible computer-readable medium.

“Electronic Delivery” means deposit by electronic transfer such as electronic mail (email), File Transfer Protocol (FTP), or any other electronic transfer that communicates data from one storage location to another storage location.  Formats for Electronic Delivery include any file format that can be stored on a computer-readable medium.

 

What are the features of NSE’s Storage Facilities?

With over 25 years of experience, your intellectual property will be safe and secure with NSE. When your organization selects NSE, escrow materials will be stored, maintained and secured in your choice of Physical or Electronic Format. If Physical Format is required, the Escrow Materials shall be stored, maintained, secured and preserved in a 16,400 foot “Firelock” vault that features:

o    Certified Halon fire suppression system

o    Computer-controlled humidity and temperature levels

o    Vault and building monitored by 24-hour surveillance and security system

o    Key punch access restricting entry

o    Air filtration system

 If Electronic Format is required, the Escrow Materials will be stored, maintained and preserved having the following:

 o    File Encryption using applicable and appropriate standards. Encryption for storage is applied after files are uploaded

o    Data storage over several large-scale data centers throughout the world.

o    Protection against network security issues, e.g., Distribute Denial of Service (DDoS) attacks, Man in the Middle (IMITM) attacks, and packet sniffing

o    Redundant backups for data over multiple locations

National Software Escrow, Inc. offers a secure file upload service for clients’ electronic material storage. NSE’s website is secure and protected using a verified Secure Socket Layer (SSL).

 

Does NSE send notification to the parties upon receipt of an Escrow Deposit?

Yes.  National Software Escrow, Inc. will issue to the parties a receipt for the initial Deposit Materials and for each subsequent deposit.  Such receipt verifies a delivery to NSE, but not a verification of the contents of initial Deposit Materials and/or for each subsequent deposit.

 

Can updated deposits be made periodically?

Yes.  The Technology Vendor and Beneficiary may define the frequency (quarterly, semi-annually, etc.) of additional deposits.  As with the initial deposit, NSE will issue to the parties a receipt for any subsequent deposit.  Such receipt verifies a delivery to NSE, but not a verification of the contents of each subsequent deposit.

 

What happens to the previous deposit if an Update is deposited?

Unless instructed by the parties otherwise, the previous deposit will remain in escrow.

 

Is there a “cap” on the number of Updates that can be deposited?

No.  The Technology Vendor and Beneficiary may define the frequency of deposits (quarterly, semi-annually, etc.) after the initial deposit is made.

 

Does NSE charge a ‘Set Up Fee’ or ‘Media Storage Fee’?

No.  A fee is not charged for setting up your Escrow Agreement, nor do our fees vary based upon the size of your deposit.  For additional information regarding our fee schedule, please contact NSE.