Software Escrow is a straightforward process where an independent provider holds a copy of the intellectual property underlying these assets. Holding these crucial assets securely with the supplier’s agreement on the end user’s behalf, NCC Group ensures the material can be accessed and released to the user should the developer’s business fail or they do not maintain their contractual obligations.
Why would you spend time and resources purchasing and developing critical software applications and systems, and not protect your investment?
The majority of mission critical technology and applications that organizations are reliant on today are created by third party developers, but relying on that developer to always be on hand to provide crucial support and maintenance can bring about a high level of risk. Our technology escrow services can mitigate that risk.
- Mitigate risk of using mission critical technology supplied by third parties.
- Essential part of business continuity planning for key applications, systems and software.
- Secure storage of source code.
- Protects software developers’ intellectual property rights.
All software escrow agreements come with our basic level of software verification, to find out more information on how you can further protect your investment with a Full Verification, Build Assured Verification or User Assured Verification check out our software verification page.
Whether you are a licensee, outside counsel or a developer our Software escrow agreements can be tailored to your needs.
To get a free review and assessment of your escrow requirements, reach out to our dedicated client care team or request a call back at a time that suits you. Contact us today.
What is Software Escrow?
Software Escrow is the deposit of the source code of software with a third party escrow agent. This includes websites and web applications and it is available where a software application has been specifically written or amended for use by one licensee and also for standard 'off-the-shelf' applications where the same software is used by a number of licensees, allowing multiple licensees to register on one agreement set up by the supplier.
Software Escrow is suitable for any organization that depends upon software applications to carry out key processes or functions. Providing assurance you are mitigating your risk.
This applies to applications that have been built specifically for them and also standard applications that are in use by multiple licensees across various organizations.
- Reduces risk of using mission critical software.
- Essential part of corporate disaster recovery and continuity planning.
- Provides leverage over a vendor who is failing to meet support terms of license agreement.
- Protects intellectual property rights for licensed technology or sub-contracted work.
- As the neutral third party software escrow agent, NCC Group will serve both the end user and the software developer by providing software escrow agreement templates, physical and legal protection for the escrow deposits and all related services.
When to Software Escrow
Experience indicates that there is a tendency for both the technology vendor and end user to delay the establishment of the escrow agreement and submission of the deposit material. The common license agreement calls for the escrow deposit to be made some 90-120 days after that. In many cases, this practice causes the escrow agreement to be forgotten completely or the end-user leaves the bargaining table with the assumption that their vendor will establish the agreement on their own. While this does occur, in many cases the software vendor has a far less vested interest in making the escrow deposit and will only do so when forced to comply.
Software Escrow Risk Assessment Tool
We have created a simple escrow risk assessment tool to help you make informed decisions when determining the potential risk of your current and new business critical software & applications.
The questions are focused on the following areas:
- Software provider assessment
- Software application assessment
- Internal technical assessment
- Internal operational assessment
Upon completion of the online questionnaire you will be provided with an on screen, high level software risk assessment. Additionally, based on your individual answers, a downloadable, customised escrow risk assessment pdf is created which provides context & explanations about your results along with recommendations for remedial action.
Benefits of the software escrow risk assessment tool
- Only takes a few minutes to complete
- Creates a tailored, downloadable pdf based on your individual responses
- Each section is designed to give you both recommendations and considerations
Types of Escrow we provide
Our Software Escrow Solution provides protection for application source code, including web sites and web application. We can provide you with a Software Escrow Agreement for both custom built application and 'off-the-shelf' products. We can provided both single licensee escrow agreements, muti-licensee escrow agreements and custom agreements to suit specific needs. Our in-house legal teams are available to discuss the needs of your agreement should you require any adaption, this allows us to offer a flexible solution that meets your requirements.
Technology Escrow protects parties with a vested interest in the same intellectual property. Through a technology escrow services agreement the escrow agent protects both parties' interest in the intellectual property. Both sides of the transaction can rest assured that the agreement terms will be followed strictly.
Often just as critical as software applications, business critical information currently protected by our clients under technology escrow agreements includes product designs, manufacturing processes, industrial formulae and branding material/advertising campaigns.
Our technology escrow solutions are designed specifically to protect the growing number of organizations who outsource the development of specific elements of their operations to a specialist third-party, any type of business critical information can be covered.
A buyer or user of technology could be building a business that is based on sales of another person's invention. All contractual terms are negotiated in advance so that the software developer can rest assured that his/her trade secret is safe and the end user can execute on a business plan without the concern that failure of a key partner could have negative effects that might affect his/her ability to do business.
Registry Data Escrow
Escrow solutions are available for both Generic Top level Domains (gTLDs) and Country Code Top Level Domains (ccTLDs) to safeguard mission critical information on the behalf of domain owners and end users. As an ICANN approved gTLD data escrow agent, NCC Group assists applicants in meeting criteria outlined by Internet Corporation for Assigned Names and Numbers (ICANN), which includes weekly and daily deposits of WHOIS data to an approved Registry Data Escrow (RyDE) agent. Find out more about Registry Data Escrow.
Hardware Escrow encompasses all the necessary information to build and replicate various information technology infrastructures or system/chip architectures.
Hardware Escrow includes the protection of many types of business critical information such as technical drawings, component architectures, source code, object code, mask works, and testing processes.
We offer protection for data held in the cloud, SaaS Assured provides a solution to protecting your corporate critical data within cloud applications. This cost effective agreement can give both SaaS provides and end users the assurance of data protection while un-affecting the use of the cloud application. Find out more about SaaS Assured.
Customer type - Licensees
As an end user of licensed technology, you are aware of the risks associated with depending on mission-critical applications, hardware and other types of technology that are supplied by a third party.
NCC Group provides expert guidance through the negotiations and procurement of these technologies so that your business can survive service interruptions brought about by a variety of potential problems including vendor bankruptcy, acquisitions and reorganizations.
Getting started is easy.
First, you should identify the service that you require. If you license locally installed, enterprise software, a software escrow agreement should suit your needs. Alternatively, risk around cloud-based applications would be addressed through our SaaS continuation service.
Next, work with one of our experts to select the agreement best suited for your need.
Finally, for critical applications, consider a technical inspection of the escrow deposit and develop a usage plan through our software verification services. As always, our staff of licensing experts are ready to help you in any way.
Customer type - Developers
NCC Group helps you sell more software by removing concerns about your company’s size, stability or commitment to support. We provide services to you when your licensees require your software source code be escrowed with an independent third party as part of contractual obligations.
Our comprehensive range of escrow and software verification services allow you overcome objections around business continuity assurance that may complicate your RFPs, negotiations or licensing terms. Our escrow services can add real value to your products, satisfying tough corporate governance requirements whilst still fully protecting your intellectual property rights, helping to build customer relationships and maximize sales.
Arranging escrow protection for your clients with NCC Group is simple:
- We provide a customized escrow agreement – meeting the needs of all parties.
- We provide a dedicated Account Executive to guide you and your customers through the process of setting up and joining the agreement.
- We remind you to update the source code held with us at regular, agreed intervals.
- You can manage your account and deposit source code online quickly and easily through our secure web portal.
- Source code deposited is held in NCC Groups’ state of the art secure media vault facility, independently from both end users and supplier.
We will help you create an agreement that protects a single or multi licensee agreement. After the escrow agreement is executed, we will notify your clients that they are protected by the terms of your agreement. You would send NCC Group the deposit materials this would include the source code and other related documents necessary to support and maintain the application should the deposit ever be released.
Customer type - Outside Counsel
As a trusted expert and advisor, your clients look to you to provide guidance on the best protection for their intellectual property.
Combining legal know-how with technical expertise, our experienced in-house legal team can work with you to create an escrow protection solution that works for your clients.
- Risk reduction as part of a comprehensive business continuity and risk management strategy.
- Development of client IP audit programs.
- Partner with you to provide guidance around legal and procurement strategies that enhance client’s compliance and best practices.
In consultation with you, we can help you to offer legal guidance by providing professional advice on the escrow process including the setting up and modifications to an agreement, media vault storage, insurance, inventory control, procedures and audits.
We support your client relationships through our:
- Expertise: As one of the founders of the technology escrow industry, NCC Group is an organization that has been providing business services to its worldwide clients since the 1960s. NCC Group is one of the leading escrow companies in the world and is recognized by the consensus of legal experts as a thought-leader in licensing and continuity business practices. Our legal and technical teams will draw on their expertise to provide an escrow agreement that is most suitable to all party’s needs. Because our legal team is based in-house the advice we provide is completely impartial to guarantee an independent and quality service.
- Experience: We have over 30 years’ escrow experience across a variety of industry sectors. We service over 85% of the Fortune 1000 corporations and AMLAW 100 firms around the world. We have in-house legal and contractual experts that can provide you with guidance around contract terms and technical verification strategies.
- Flexibility: Above all else, we are committed to providing you with a flexible approach to your clients' contract needs. We are unique in that we promise to return comments to you within a few hours after receiving your terms.
Getting started with us is easy. If you have your own agreement we would be happy to discuss this with you. We can also provide you with a base agreement for software and technology escrows, investment arrangements, domain name transfers or SaaS continuity services.
How easy is it to manage escrow agreements?
Escrow Live is NCC Group's secure online account management and depositing portal. It makes managing your escrow agreements simple.
It enables you to:
- View existing agreements.
- Request a change of contact details on any agreement.
- Register additional licensees to a multi licensee agreement (suppliers).
- Deposit source code securely for each agreement.
- Download Integrity Test reports.
- Download copies of escrow agreements.
Security and performance were of paramount importance when developing the Escrow Live portal due to the size of the files which are uploaded and the huge commercial implications of unauthorised access to proprietary source code. We drew on the extensive experience of our highly qualified security and performance testing teams who were closely involved in the specification, development and rigorous testing of the portal.
If you already have access to Escrow Live then you just need to log in at www.escrowlive.trust using your given username and password.
Should you require login credentials, please click on the 'Register' link and complete the required information. This will initiate an Escrow Live user account and an activation email will be sent to you.