About National Software Escrow, Inc.

Software Escrow

Software Escrow

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 proprietary data 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?

No.  NSE’s Agreements can be modified free-of-charge.

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

  • Review NSE’s Single Beneficiary Escrow Agreement.  Should you wish to make revisions to the draft, please feel free to either send/fax/email the revisions to NSE, as we will be happy to make the changes for you.
  • NSE will prepare the Agreement (either hard-copies or PDF) and send it to you in order to initiate the signature process.
  • Once the Agreement is fully executed, arrangements will be made to have the Materials that are to be deposited into escrow, sent to NSE.  NSE supports both electronic and physical deposits.  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?

Review NSE’s Multi-Beneficiary Escrow Agreement.  Should you wish to make revisions to the draft, please feel free to either send/fax/email the revisions to NSE, as we will be happy to make the changes for you.

NSE will prepare the Agreement (either hard-copies or PDF) and send it to you in order to initiate the signature process. Once the Agreement is fully executed, NSE will request to have the Materials that are to be deposited into escrow, sent to NSE. NSE supports both electronic and physical deposits. Upon our receipt, the Materials will be deposited into our safe, secure storage facility and documentation will be forwarded to you confirming this fact.

To enroll a Beneficiary, simply complete & submit NSE’s Form 2.2 titled, “Additional Beneficiary Registration.” Upon NSE’s receipt, the Beneficiary will be officially enrolled and documentation will be forwarded to them confirming this fact.

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

  • Review NSE’s Multi-Vendor Escrow Agreement.  Should you wish to make revisions to the draft, please feel free to either send/fax/email the revisions to NSE, as we will be happy to make the changes for you.
  • NSE will prepare the Agreement (either hard-copies or PDF) and send it to you in order to initiate the signature process.
  • To enroll a Technology Vendor, simply complete & submit NSE’s Form 2.2 titled, “Additional Technology Vendor Registration” and forward it to the Technology Vendor for signature purposes. Upon NSE’s receipt of the form and the Technology Vendor’s Escrow Materials, the Technology Vendor will be officially enrolled as an “Escrow Vendor” 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:

  • Certified Halon fire suppression system
  • Computer-controlled humidity and temperature levels
  • Vault and building monitored by 24-hour surveillance and security system
  • Key punch access restricting entry
  • Air filtration system

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

  • File Encryption using applicable and appropriate standards. Encryption for storage is applied after files are uploaded
  • Data storage over several large-scale data centers throughout the world.
  • Protection against network security issues, e.g., Distribute Denial of Service (DDoS) attacks, Man in the Middle (MITM) attacks, and packet sniffing
  • 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 fees vary based upon the size of your deposit.  For additional information regarding our fee schedule, please contact NSE.

 

National Software Escrow, Inc.
8225 Brecksville Road, Building Three, Suite #105 Brecksville, OH 44141
PHONE: (440) 546-9750 FAX: (440) 546-0207
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