The answer to this question depends on your business needs.
Are you a Technology Vendor licensing software to one customer?
If so, your need for establishing a Software Escrow Arrangement may be dictated by a Licensee who is interested in licensing your software, but desires to protect their investment, in the event that your business plan does not support providing the source code to them. If that is the case, the company that you choose to establish your source code escrow account can address this need by offering a “Single Beneficiary” Escrow Arrangement. In theory, this is a 3-party Escrow Agreement that is established by the Technology Vendor, the Licensee (“Beneficiary”) and the Escrow Agent.
So how do I get started? Most trusted, neutral third-party providers of Technology Escrow Services can provide you with a template 3-party Agreement, thus saving you time and money associated with hiring an attorney to draft one for you. Technology Escrow Providers usually have specialists, or retain the services of law firms who specialists in computer-related contracts understand the technical objectives of these sophisticated transactions. It is important that both the Technology Vendor and Licensee 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 parties.
Are you a Technology Vendor licensing software to multiple customers?
If so, you may elect to establish a unique 3-party Escrow Agreement for each and every customer. A different approach however, is to establish a Master Escrow Agreement for all of your customers. The company that you choose to establish your source code escrow account can address this by offering a “Multi-Beneficiary” Escrow Arrangement. In theory, this is a 2-party Escrow Agreement that is established by the Technology Vendor and the Escrow Agent and will permit the enrollment of multiple customers (“Beneficiaries”) to one, universal Escrow Agreement.
So how do I get started? Similar to the “Single Beneficiary” Agreement mentioned above, most trusted, neutral third-party providers of Technology Escrow Services can provide you with a template 2-party Agreement, thus saving you time and money associated with hiring an attorney to draft one for you. Once the Escrow Agreement is established and your source code has been deposited into escrow, you can easily enroll your customer as an “escrow beneficiary” when your License Agreement is in place.
The advantages for establishing a “Multi-Beneficiary” Agreement are many; however, the primary one is that by having a “Multi-Beneficiary” established, you will demonstrate that your organization has its customers’ needs in mind.
Are you a Licensee with an Investment to secure?
If so, you may elect to establish a unique 3-party Escrow Agreement for each and every Vendor whose software you license. A different approach however, is to establish a Master Escrow Agreement for all of your vendors’ Intellectual Property. The company that you choose to establish your source code escrow account can address this by offering a “Multi-Vendor” Escrow Arrangement. In theory, this is a 2-party Escrow Agreement that is established by the Licensee (“Beneficiary”) and the Escrow Agent and will permit the enrollment of multiple Technology Vendors to one, universal Escrow Agreement.
So how do I get started? Similar to the “Multi-Beneficiary” Agreement mentioned above, most trusted, neutral third-party providers of Technology Escrow Services can provide you with a template 2-party Agreement, thus saving you time and money associated with hiring an attorney to draft one for you. Once the Escrow Agreement is established, you can easily enroll a Technology Vendor when your License Agreement is in place.
The advantages for establishing a “Multi-Vendor” Agreement are many; however, the primary one is that by having a “Multi-Vendor” Agreement established, you can have all of your Vendors’ source codes deposited with one Technology Escrow Provider, and in one location.
Summary
The type of Software Escrow Arrangement that is right for you is dependent upon your organization’s business needs. Most trusted, neutral third-party Escrow Providers will offer an Escrow Arrangement that meets your 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 Technology Vendor and Licensee.