About techUK escrow

Software escrow is a multi-party agreement between software developer organisation, their customers, software distributors (if any) and software escrow provider organisation acting as impartial legal custodians. The agreement acts as an insurance policy that protects software users and works as an added guarantee for software developer organisations. 
Where the developer is retaining ownership rights and licencing software to a customer, it is prudent to deposit a copy of the source with a third-party escrow provider such as techUKescrow. The agreement allows techUKescrow to release the source code to the customer in certain instances (which are chosen by both parties upon entering the agreement) and it also gives extra credentials to the software developer organisation to offer such an agreement where IP rights are retained.

Software escrow can be used to provide source code protection in many circumstances.

You can protect:

• Standard and custom software
• Internal and external applications
• Software, which is under development
• Websites developed or maintained by external suppliers
• Product development notes and methologies

Software development usually involves significant cost. For the Software development company, it is the financial investment of building the software. For the Software user, it takes time and money to implement and train staff to use the software.
Source code protection, provided through software escrow, protects your investment and mitigates risk in situations such as:

• One of the software user's direct competitors acquires the software development company, creating a clear conflict of interest
• The software development company is incapable of maintaining and supporting the Software in accordance with the Maintenance Contract signed between both the parties
• The software development company goes out of business
• If there is an assignment of the software development company's intellectual property rights in the Source and the assignee fails to offer the User substantially similar protection to that provided by the software escrow contract without significantly increasing the cost to the User
• If the Software development company commits a material breach of the Maintenance Contract
• If there is any change in the entity or entities having Control of the Software development company
• If the software development company is planning for an expansion of its business and looking for funding, depending on the facility providers requirement the source code can be placed in escrow and used as collateral against the facility
• If multiple parties are involved in the development of the software, the software development company can utilise the Copyright agreement to ensure their claim to the finished software.
• If the software development company wants to store multiple versions of their software offsite to ensure maximum protection and back-up.

• Protection for your investment
  If your software developer becomes insolvent, software escrow ensures you will not need to recreate the software from scratch.
• Ensure data integrity and business continuity
  Software escrow helps minimise the impact of software problems by ensuring they can be fixed quickly, even if the original developer is no longer in the scene.
• Adapt and change the software as you wish
  Most custom software can be updated and altered to fit changing requirements. Software escrow guarantees you can continue to fix, maintain and develop the software.
• Guard against your supplier defaulting
  If your software developer breaches your contract by failing to provide proper support and maintenance, software escrow enables you access to the source code and therefore switch to a new supplier.

• You can offer reassurance to your customers that it's 100% safe to do business with you
  Offering software escrow to a potential client can significantly boost credibility and customers confidence in good business.
• Maintain source code confidentiality
  There are very good reasons for you not to release source code to a client, yet in the absence of software escrow, they may demand it.
• Stand out from your competitors by offering extra value
  If you provide software escrow as standard, clients will see that you have their best interests at heart by offering them protection, no matter what.
• Protecting your right to the finished software
  If multiple parties have been involved in developing a software, you can protect your rights to the final product by placing the source code and details of product development and licensing in escrow via our copyright escrow agreement.
• Additional Back-up
  Protect your Intellectual property via our Custodian escrow agreement by placing the source code and all associated files in escrow ​​​​

• Watertight legal protection

  Our software escrow contracts are straightforward, fair for both sides and easy-to-understand - without compromising on the 'legal aspects'.

• Total flexibility

  We have a wide range of contracts to suit the business arrangement between software owner and users plus a flexible terms contract that allows you to pick and choose the terms to create a more specific and encompassing escrow agreement. Alternatively, we can work with you to write a completely customised and bespoke software escrow contract.

• Simple, streamlined service

  We have created a simple path through the legal aspects of software escrow. Set up times are fast and admin minimal.

• Leading security

  We take industry-leading precautions to protect your source code. We store all source code in a secure underground vault where optimum conditions are maintained at all times, strict access control is in place and fire suppression technology is installed.

• Independent reassurance

  We've been independently assessed as meeting the standards of ISO9001. This accreditation guarantees we meet our promises and have quality management systems in place.

• Competitive prices

  We monitor our prices to ensure we remain one of the best value service providers on the market. Additionally, significant discounts on our standard prices apply for members of techUK..

IntelliQA

Our source code testing service is provided by IntelliQA, a specialist consultancy that addresses the Quality Assurance challenges in the real-world. IntelliQA is renowned for providing innovative solutions for fast-paced markets. Trusted by world-leading organisations, they provide expert consultancy, combined with cutting-edge technology to help clients achieve true business benefit. Their knowledge of system delivery combined with industrialised test automation is highly appreciated by our discerning clients.

DAC BEACHCROFT LLP »

A leading national law firm with over 150 partners and 1,400 staff. We work closely with them to ensure our software escrow and copyright protection contracts and procedures meet the highest legal standards

Yes – we’ve seen situations where software escrow has been oversold, especially as awareness of it has grown in the software market.

For instance, software escrow may not be appropriate for:

Low-value software where it would be easy and cheap to move to a similar equivalent package. The cost of simply switching suppliers will probably be smaller than trying to work with the source code itself.

Hosted software, including application service providers (ASPs). When software is provided as a service, it can be very complicated to bring that software in-house, because you have to switch from a hosted system to a local system.

This can involve a significant investment in infrastructure (like new computer equipment) and usually requires changes to the software itself.

The access fees for hosted software are generally lower than the licence fees you pay for local software, so the cost of switching suppliers may also be lower.

Complex systems using source code from a range of third parties. For instance, if one software company (the ‘prime contractor’) takes responsibility for developing, implementing, and managing a software solution that includes a number of third party software applications, those third parties are unlikely to want to place their code in escrow.

There is little benefit to the end-user unless all parties agree to use escrow, in this situation the costs will probably outweigh the potential benefits.

Yes. Our services are open to anyone and although techUK members benefit from a discount, our prices remain extremely reasonable for non- techUK members.

techUK escrow checks the code for viruses and checks the encryption codes work. If you require more detailed checks of the source, you can opt to include one of our validation (also known as software testing) packages with your escrow service.  This service is designed to be used alongside our escrow agreements.

Source code validation provides confidence and peace of mind that the materials going into escrow can be used to build the software expected by the end-user.

Source code validation assures the end-user that the escrow agreement is valuable and useful to them.

Yes – as long as all parties agree. Just contact us to discuss how this works.

Our software escrow agreements place strict limits on how an end-user may use source code which is released.

They may use it only to maintain their software application. They cannot copy it, remove copyright notices, sub-license it or use it to offer a new product or service to another company.

Full terms and conditions are included in every software escrow agreement. Contact us if you'd like a copy.

The release event(s) depends on which of our software escrow agreements is in place. Release events can include the software developer becoming insolvent or failing to provide agreed support.

We keep it safe in a super-secure storage facility. Get full details of how we protect source code.

Yes, absolutely. Our flexible software escrow agreement can be tailored however you need it. Contact us to discuss your requirements.

Yes. Our software escrow service meets the requirements of the Government Framework Agreement and is backed by one of the UK's leading law firms.

techUK members who are involved with public sector contracts have used our escrow service over the past 10 years