Software Escrow Services
Software source code is safe and secure with Business Records Management. Software escrow is a solution that protects both the rights of software end users and the proprietary technology of software developers. Our escrow clients range from small developers to Fortune 100 and 500 companies, and include local, state, and federal agencies.
What is Software Escrow?
Software escrow is the deposit of software’s source code into an account held by a third party escrow agent. Escrow is typically requested by a party licensing software, to ensure maintenance of the software. The source code is released to the Licensee if the developer files for bankruptcy or otherwise fails to maintain and update the software as promised in the software license agreement.
If a Licensee of mission critical software is concerned that the software creator will, for some reason in the future, no longer support that software, then the Licensee can request that the source code be placed in a software escrow account with Business Records Management, a trusted third party.
The Licensee will have the right to access the source code and support the software itself if certain pre-defined events occur. An escrow agreement also prevents the vendor’s rights to maintain control over its intellectual property in the absence of such circumstances.
Intellectual Property Protection
Software escrow can also be used by the creator of intellectual property to protect its own interests. An escrow agent will date and time-stamp the deposited materials, providing third-party documentation on the development of that intellectual property.
This is very important in the event of trade secret infringement or other legal contention for the rightful ownership of intellectual property.
Business Records Management offers the following standard agreements, which can be customized to specific needs and situations:
• Two Party Agreement – a contract between the Depositor and BRM (Escrow Agent),
naming software Licensee(s) as beneficiary
• Three Party Agreement – A contract between the Depositor, Licensee(s)
and BRM (Escrow Agent)
Either contract may include one or more of the following:
• Beneficiary (Licensee) Protection
• Status reports
• Signed copy of all new deposit materials
• Inspection of all deposit materials
• Activity reports listing the time(s), date(s) and person(s) with access=
If a release condition occurs (bankruptcy, breach of contract, etc.), the Licensee will contact Business Records Management to request a release. Depending on the escrow agreement, Business Records Management will then notify the depositor. If there is no dispute over whether the release conditions exist, the source codes are released to the Licensee. If a dispute exists, Business Records Management will refer it to arbitration or a court for resolution as stipulated in the contract.
All items incoming or outgoing are barcoded. During every pickup and delivery, Business Records Management’s driver scans the barcode of each item at the client location and provides an automated printer receipt listing all items scanned.
- 24-hour, 365-day access
- Temperature and security monitored
- Licensee and Intellectual Property protection
- Accessed only by authorized personnel