WHAT IS SOFTWARE ESCROW GUARDIANS?

Software Escrow is a service where the Source Code of an application is held by an independent party - the escrow agent.  If the Software Company which wrote the application is not able to support it, through for example bankruptcy, the Source Code is released by the Escrow Agent to the Software User.  The Software User can then make modifications to the software as they see fit.

Software Escrow Guardians is an Escrow Agent.  It holds the source code of the application(s) specified in the escrow agreement.

For three party software escrow agreements, the agreement is signed by:

  • the software User,

  • the software developer, and

  • Software Escrow Guardians


For two party software escrow agreements, the agreement is signed by:

  • the software developer, and

  • Software Escrow Guardians

Software Escrow Guardians releases the source code to the User when a release event occurs.  The release events are listed in the software escrow agreement.

Almost all these events can be summarised in one sentence: the software developer is not longer able to maintain or enhance the software for the User.  This may be because:

  • the software company is not longer in business

  • the software company was taken over by another software company and that company does not wish to support the software any longer

  • a key person has left the software company and the software company cannot or does not wish to replace the skills of the person who has left.

BENEFITS FOR SOFTWARE USERS

For the Software User, having an application's source code in escrow has the following benefits:

01

Business continuity

Software Insurance / Risk Mitigation

The reason for and outcome of having software in escrow is to mitigate risk and reduce costs should the software developer cease to be able to support your business application(s) - that is software insurance.

To do this you must have access to the source code.

If the software developer has not provided you with the source code, or has put restrictions on the use of the source code as part of the license agreement, then you must have the source code in escrow to mitigate that risk.

Should a release event occur, we follow the procedures in the escrow agreement and release the source code libraries to you.

Once you have the source code you can, either

  • Use your own staff to maintain the application, or
  • Retain another developer to perform the maintenance for you

11

Risk reduction

What happens if the developer fails?
What happens if the Software Developer is not able to maintain your software?

In both of these scenarios, the user is faced with the situation where it wishes to enhance or debug the application, but the software developer is not longer able to give that support because of:

Takeover by another company which does not wish to provide support

  • Old version of the application

  • Loss of key development staff

  • Insufficient resources/time to undertaken the work as promised in the support agreement

What can you do?

  • Negotiate with the developer to provide the level of service promised

  • Get hold of the source code for the application and take control yourself.

Prerequisites

  • Arrange for the source code to be placed in escrow when you are negotiating the development or provision of the software solution

  • Arrange for the source code to be placed in escrow as soon as possible

  • Include in your business risk plan, the mitigation strategy of having business critical source code in escrow.  Include it in your Disaster Recovery plan, the scenario of developer failure.  Periodically simulate the scenario.

BENEFITS FOR DEVELOPERS

For the Software Developer, having an application's source code in escrow has the following benefits:

01

Improve sales opportunities

10

Protection of intellectual property

11

Alternate archive of in-production applications

Are you are exporting software or selling software locally? 
Having the source code in escrow gives the potential purchaser confidence that their investment risk is mitigated.

Software Escrow Guardians is an Industry Partner for the provision of software escrow services to the Certified for Microsoft Dynamics program