Upon receipt of the “Deposit Materials”, National Software Escrow, Inc. (NSE) will issue to both the Technology Vendor and Beneficiary a receipt for the initial deposit and for each subsequent deposit. Such receipt verifies a delivery to NSE, but not a verification of the contents of the initial “Deposit Materials” and/or for each subsequent deposit.

What if the Beneficiary wants to have the “Deposit Materials” verified/certified?

NSE’s Agreements address this request.

Sample language follows:

“Upon request of the BENEFICIARY, the TECHNOLOGY VENDOR must verify and certify that the Deposit Materials deposited accurately and completely comprise the Source Code and related documentation needed to support the current version(s) of the 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 Deposit Materials to a mutually designated location identified by both the TECHNOLOGY VENDOR and the BENEFICIARY.”

Language such as this permits the Beneficiary to have the “Deposit Materials” verified, but done so by the Technology Vendor, in an effort to protect their interests. A Technology 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.

NSE offers the following Exhibit should the Technology Vendor and Beneficiary agree to have the “Deposit Materials” verified/certified.


National Software Escrow, Inc.
Attn: President
8225 Brecksville Road
Building Three, Suite #105
Brecksville, Ohio 44141

Re: Software Escrow # between National Software Escrow, Inc., the (“ESCROW AGENT”) and ____________________, the (“TECHNOLOGY VENDOR”) and; ____________________ (“BENEFICIARY”).

Dear National Software Escrow, Inc.:

Pursuant to Section 2.3.6 in Software Escrow #____ , the TECHNOLOGY VENDOR and BENEFICIARY hereby authorize National Software Escrow, Inc. (“ESCROW AGENT”) to make a copy of the {Insert Date of Deposit) Deposit Materials which has been identified by the TECHNOLOGY VENDOR as {Insert Program Name, Release, Version info, etc.) and send a copy via Federal Express to {Insert Company Name} to be delivered on {Insert Date} to the following address:

Company Name
Recipient Name
City, State, Zip
Email Address
Office Phone:
Cell Phone:

Testing of said Deposit Materials will be completed within 10 business days from the date of receipt and that the recipient and/or organization will make no further copies of the Deposit Materials, other than the one permitted for verification purposes and that after the verification purpose is complete, they will destroy any copies made and/or return the copies to National Software Escrow, Inc.

In the event that the Deposit Materials have been identified by the TECHNOLOGY VENDOR as being encrypted, National Software Escrow, Inc. may deliver the encrypted password to by electronic mail to the recipient’s email address noted above.

By signing this, both TECHNOLOGY VENDOR and BENEFICIARY agree to this plan, have the capacity to bind their organizations in the manner which they have indicated and request that National Software Escrow, Inc. complete the copy and sending of the Deposit Materials identified above.

Signed by:


To the Attention of:





To the Attention of: