Upon receipt of the “Deposit Materials”, most trusted, neutral-third party providers of Software Escrow Services will issue to the Software Vendor and Licensee a hardcopy or electronic receipt for the initial Deposit Materials and for each subsequent deposit in a manner consistent with the terms of their Escrow Agreement. The Software Escrow Agent will normally identify within the written receipt the contents of the Deposit Materials with such indicia as provided by the Software Vendor (i.e., program name, version/release information, etc.). As a default, the terms of most Software Escrow Agreements stipulate that the Escrow Agent is not responsible for any inability by the Licensee, Software Vendor or any third-party to successfully utilize the Deposit Materials.
What if the Licensee wants to have the “Deposit Materials” verified/certified in an effort to make certain that the Software Escrow is protecting them?
Most trusted third-party providers of Software Escrow Services will have language defined in their License Agreement that will address this request.
Sample language within an Escrow Agreement regarding the “verification of a deposit” follows:
Upon request of the BENEFICIARY, the TECHNOLOGY VENDOR must verify and certify that the Deposit Materials deposited accurately and completely comprise the Software Source Code and related documentation needed to support the current version(s) of the Licensed Software. The TECHNOLOGY VENDOR and the BENEFICIARY will agree upon a mutually acceptable protocol for this verification and certification and the ESCROW AGENT will play no part in this protocol, other than providing a current copy of the Escrow Deposit Materials to a mutually designated location identified by both the TECHNOLOGY VENDOR and the BENEFICIARY as per the guidelines provided in Exhibit C.
An example of a sample guideline follows:
Language similar to the example above permits the Licensee to have the “Deposit Materials” verified, but done so by mutually agreeable terms (in an effort to protect the interests of the Software Vendor). A Software Vendor and a Beneficiary may negotiate the number of times that the “Deposit Materials” can be verified in a calendar year, as well as any fees associated with conducting such verification.
Frequently Asked Questions
What Types of Escrow Arrangement are available?
The type of Software Escrow Arrangement that is right for you is dependent upon your organization’s business needs. Most Escrow Providers will offer an Escrow Arrangement that meets the end-users needs, including a template Escrow Agreement to get you started. Review the terms and conditions of the Agreement in an effort to make certain that the Agreement protects the rights, interests and investments of both the Software Vendor and Licensee.
Why should I use National Software Escrow, Inc. as my Software Escrow Agent?
Our professionals have been servicing clients since 1986. With more than 35 years of experience, we are your trusted partner for software source code protection. Contact us today to learn more about our safeguards we have in place to protect your investment, and our source code escrow management services. We have the resources in-house to store your executable source code safely either offline in our secure vaults, or stored in a secure cloud environment. In the event of a release, you can rest assured that your escrow materials will be delivered to you so you can continue your business without interruption.
How Can I Get Additional Information and Get Started on my Escrow Account?
Call NSE toll free at (877) 628-7638 or email [email protected]