Source Code Escrow

A Traditional Source Code agreement is a legally binding agreement between a Software User (Licensee) a Software Vendor (Licensor) and an Escrow Agent (LE&AS). Where the source code of the Software application is held by the Escrow Agent (LE&AS). The agreement offers protection to the Software User that should the Software Vendor cease to trade, becomes insolvent, enter into receivership or liquidation, or in some cases fails to support the software as per their support and maintenance agreement the source code will be released by the Escrow Agent (LE&AS) to the Software User so that they may continue to use / maintain the software.

A Traditional Source Code Agreement may include some or all of the following:

• The subject and scope of the escrow. This is generally the source code of a specific software product, accompanied by everything that the licensee requires to independently maintain the software, such as documentation and software tools
• State the Licensor must put updated versions of the software in escrow at specific intervals.
• Conditions that must be met for the escrow agent to release the source code to the Licensee. Conditions may include the bankruptcy of the Licensor, the cancellation of a software development project or the express unwillingness of the Licensor to fulfil his contractual maintenance obligations.
• Details of the use of how the source code may be used once released e.g. the right to modify the source code for the purpose of fixing errors, or the right to continue independent development of the Software.
• Services provided by the Escrow Agent, other than storing the source code, such as integrity testing, or full verification of the deposited code.
• Fee Schedule.

Legal Services

We understand that escrow services are only one part of an overall business continuity solution and for this reason our lawyers work with clients to assess all legal aspects of business transaction. We provide legal consultancy work on:

• Intellectual Property assignments and novations
• Intellectual Property acquisitions and disposals
• Software licensing terms and conditions
• SaaS licensing terms and conditions
• Terms and conditions of Sale of Software
• Support and Maintenance Agreements

We can also arbitrate software disputes if you already have issues with your software development projects.

For software as a service customers please visit SaaS escrow