Software Escrow Materials, Source Code Escrow Storage Options:

Once your Escrow Agreement is established and the parties agree to the contents that will make up the “Deposit Materials”, the next step is to deliver the “Deposit Materials” to the Escrow Agent.

Most trusted, neutral-third party providers of Technology Escrow Services will support both “Physical” and “Electronic” deliveries/formats of the “Deposit Materials”.

Software Escrow Materials

Electronic Delivery” means deposit by electronic (digital) 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.

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.

The type of delivery/format (Physical vs. Electronic) should be negotiated & agreed upon by both the Technology Vendor and Licensee.  The reason being that in the event that the “Deposit Materials” are released (as a result of a release/triggering event agreed upon by the Technology Vendor and Licensee actually occurs), most providers of Technology Escrow Services will deliver the “Deposit Materials” to the Licensee in the same medium as delivered to the Escrow Agent and by the same delivery method (Physical Delivery or Electronic Delivery) as delivered to the Escrow Agent.

Upon receipt of the “Deposit Materials”, most neutral-third party providers of Technology Escrow Services will issue to the parties a receipt for the initial “Deposit Materials” and for each subsequent deposit.  Such receipt will verify a delivery to the Escrow Agent, but not a verification of the contents of the initial “Deposit Materials” and/or for each subsequent deposit.

The “Deposit Materials” provided to the Escrow Agent by Physical Delivery should be stored, maintained and preserved in a secure and climatized storage facility containing, at a minimum, the following:

  • Certified halon fire suppression system
  • Computer-controlled humidity and temperature levels
  • Vault and building monitored by 24-hour surveillance and security systems
  • Key punch access restricting access throughout the vault
  • Air filtration system

The “Deposit Materials” provided to the Escrow Agent by Electronic Delivery should be stored, maintained and preserved having, at a minimum, the following:

  •  File encryption using applicable and appropriate standards.  Encryption for storage should be applied after files are uploaded.
  • Data storage over several large-scale data centers throughout the world.
  • Protection against network security issues, e.g., Distributed Denial of Service (DDoS) attacks, Man in the Middle (IMITM) attacks, and packet sniffing.
  • Redundant backups for data over multiple locations.

Summary

Most trusted, neutral-third party providers of Technology Escrow Services will support both “Physical” and “Electronic” deliveries/formats of the “Deposit Materials”.  The type of delivery/format (Physical vs. Electronic) should be negotiated & agreed upon by both the Technology Vendor and Licensee.

Source Code Escrow Report

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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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