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Software Escrow Agreements

From Escode, The Global Leader in Software Escrow

 
Formerly NCC Group Software Escrow Agreements
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What is a Software Escrow Agreement?

A software escrow agreement is a legal contract that protects both the software provider and licensee. It ensures that critical software materials, such as source code, are securely stored with an independent third-party escrow agent. In case the software vendor is no longer able to provide support, updates, or goes out of business, the licensee can access the source code or other necessary materials, allowing them to continue using and maintaining the software. This agreement is vital for safeguarding the ongoing operations of businesses that rely on third-party software.

What makes Escode the #1 choice for enterprise businesses?

  • Established Provider
    With 40 years' experience and 14,000+ customers in 135 countries, we have the financial and legal stability to back your long-term agreements.
  • Verified Recovery & Regulatory Compliance
    We don’t just store code, we test and verify exit plans. Our in-house consultants perform full-build tests to ensure your software is deployable and compliant with DORA and SS1/21.
  • Automated Cloud Continuity
    Secure your SaaS environment, credentials, and data with ease. Automated depositing ensures your deposit is always up to date, with real-time oversight through our View portal.
  • AI Escrow
    Secure your AI models, datasets, and weights. We provide specialised protection to ensure your automated systems remain resilient and accessible.
  • Legal Expertise & Security
    Tailored agreements across 17+ jurisdictions managed by our in-house legal team. Your IP is secured in isolated infrastructure, monitored 24/7 by our CREST-accredited SOC.

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Download a Software Escrow Agreement Sample

Download a sample agreement to review key terms and learn how escrow protects access to critical software, supports business continuity, and mitigates the risk of vendor failure.

Software Escrow Agreement Sample
Escode Software Escrow Agreements (2)

Best Practices for Implementing a Software Escrow Agreement

Clear Terms and Conditions

Define explicit release conditions and ensure that all parties understand when the source code will be made available. Include scenarios such as vendor bankruptcy or discontinuation of support.

Plan for Regular Deposit Updates

Make sure the source code is regularly updated and verified to reflect the latest version of the software. This ensures that the source code escrow agreement remains relevant and usable in the future.

Choose a Reputable Escrow Agent

Partner with a trusted escrow agent to manage your escrow agreement source code securely. A reputable agent ensures compliance and proper storage of critical materials.

                                 

Software Escrow Agreements FAQs

                                 

Software Escrow Clause Examples

Deposit Frequency

This software escrow clause specifies how often the provider must deposit updated materials into escrow. Regular deposits, like monthly or quarterly, ensure escrowed materials remain current with the latest software updates.

Release Conditions

These predefined events trigger the release of escrowed materials to the licensee, such as insolvency, discontinuation of support, or failure to maintain software, ensuring business continuity and access.

Verification Requirements

This software escrow clause outlines the process for verifying the usability of deposited materials, ensuring the source code is complete, functional, and executable upon release through technical reviews or testing.

Beneficiary Rights

This software escrow clause grants the licensee rights upon release of escrowed materials, such as using, modifying, or distributing software internally or through third-party vendors to ensure continued software operation.

Escode's Responsibilities

This software escrow clause defines the duties of the escrow agent, ensuring we maintain and secure the deposited software, and release it under specified conditions, protecting both the licensee and provider.

Iron Mountain Software Escrow

Secure & Manage Critical Software Assets

Under the terms of the source code escrow agreement, the vendor will deposit critical assets like source code, access credentials, and environment details securely with Escode. Our Escrow Management platform, View, connects to popular repositories, enabling vendors to automate deposits or upload manually for added flexibility and control. Both vendors and licensees can login into View to manage, update, and monitor the source code escrow contract anytime, anywhere. And our in-house deposit management team will be on hand to support you each step of the way.

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