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.

National Software Escrow, Inc. (NSE) supports both “Physical” and “Electronic” deliveries/formats of the “Deposit Materials”.

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.

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. In the event of a release event, NSE will deliver the “Deposit Materials” to the Licensee in the same medium as delivered to NSE and by the same delivery method (Physical Delivery or Electronic Delivery) originally sent to NSE.

Upon receipt of the “Deposit Materials”, NSE will issue to the parties a receipt for the initial “Deposit Materials” and for each subsequent deposit. Such receipt will verify a delivery to NSE, but not a verification of the contents of the initial “Deposit Materials” and/or for each subsequent deposit.


The “Deposit Materials” provided to NSE by Physical Delivery will be stored, maintained, secured and preserved in a secure and climatized storage facility containing:

  • 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 NSE by Electronic Delivery will be stored, maintained, secured and preserved having:

  • 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.