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  2. The UK's technology trade association
  3. What we deliver
  4. Software escrow and source code validation
  5. techUK escrow
  6. Our contracts and service

Our contracts and service

We have five different escrow contracts for you to choose from to ensure that your company benefits from the right escrow package. See descriptions of techUKescrow’s different escrow agreements below.

Insolvency contract

Our insolvency escrow agreement is designed for those who simply need protection against the software owner's insolvency. Get in contact here if you would like a quote or wish to review our insolvency agreement.

Flexible contract

Under this contract, the owner and user(s) of the source code can agree upon various release events. The flexible terms of business offer two areas where you can make your own choices:

Release events:
The release event is the trigger that results in the source code being released to a user. Rather than hardcode them into the contract, we have set out a range of options for you to choose from:

  • Assignment release: this occurs when the owner of the source code changes and the new owner fails to offer the end-user similar software escrow protection within a certain timescale.
  • Competitive takeover release: this occurs if a direct competitor of the end-user acquires control of the software owner’s business.
  • Incapacity release: this occurs if the software owner becomes incapable of providing support, irrespective of whether it is in breach of its support contract.
  • Insolvency release: occurs if the software owner goes out of business.
  • Material breach release: occurs if the software owner commits a material breach of the maintenance contract and, as a result, the end-user lawfully terminates the maintenance contract.
  • Merger release: occurs if there is any change to the legal entity or entities which have control of the software owner.

All of the above are detailed in the Terms of Business. To select the Release events you wish to sign up to you would simply just need to tick the corresponding boxes on the Order Form. Get in contact here if you would like a quote or wish to review our flexible agreement.

Release licences:

As a software user, it is one thing to receive the source code; it is quite another to understand what rights you have to use it. Sometimes the maintenance contract between a software owner and user omits the release licence, or fails to give the user the rights they need.

Our release licence options ensure the software’s end-user(s) receive the rights to use the source code that they need.

If source code is released, as standard our terms of business ensure the software user receives a non-exclusive perpetual personal licence to use the source code for the sole purpose of maintaining and supporting the software.

These additional licence rights can also be incorporated into the contract:

  • Development licence: allows the software user to use the source code for the purpose of developing the software.
  • Group company licence: allows the software user and any member of its group to use the source code to maintain, support and (if selected) develop the software.

As with the Release events the above licence options are detailed within the contract and can be selected on the Order Form.

Staggered contract

This escrow contract is designed for situations where software is developed by one company and resold by another. Get in contact here if you would like a quote or wish to review our insolvency agreement.

Bespoke contract

Our customised agreement option is designed to provide protection for source code owners and users in situations our standard contracts don’t cover. You can define every element of your tailored software escrow agreement. Many businesses use another of our standard contracts as a starting point. Get in contact here if you would like to find out more about this service.

Copyright contract

Our copyright protection service allows you to protect your ownership rights. The service allows you to store any original material you or your business has created securely with us. This provides you with a way to prove when you created your original work.

If you are interested in finding out more about our copyright protection service then please contact us here.

How the service works

  • Contact us to request the contract of your choice. We can also answer any questions you have about the agreement
  • Complete the order form and send it back to us with the terms of business and source code
  • Once we have countersigned the order form, the software escrow contract has been created
  • We’ll give you a unique reference number and send signed copies of the contract back to each party involved. We will store the source safely and confidentially at our secure storage facility.
  • This is an annual ongoing contract. There is a charge for initial set up, plus an annual fee. The contract includes two source code updates per year.

Further source code updates can be made and will incur an additional charge. Available for software which has one or more end-users. You can switch to a multi-user agreement at any time by completing additional order forms.