Licensing software requires a tremendous degree of trust between both parties because there tends to be a great amount of risk involved. Developers have to trust that users will respect their intellectual property and not alter, corrupt or misuse the software. Users, or licensees, have to trust that developers will maintain the software’s full functionality both today and in the future. Confidence in a company’s integrity is important, but there is a big difference between trusting that everything will work out in the case of an unexpected event, and having a continuity plan to make sure that it will.
Software escrow, also known as technology escrow, is for both the developer and the licensee to mitigate risk when negotiating a software or technology license.
With a software escrow contract, the developer’s source code (or other technology/intellectual property) is managed in a secure escrow account held by a designated, neutral, and trusted third party. If the developer is unable to support the product in the future for reasons specified in the escrow agreement—such as bankruptcy, obsolescence, merger or acquisition—the licensee will be able to access the source code to keep their business up and running. The goal is to get the end user up and running whether the technology is on-premises or Software-as-a-Service.
Although roughly 80% of the intellectual property in escrow is for software, there are many contracts that protect assets like: design documentation, formulas, algorithms, recipes, non-source code based technology, and other proprietary materials that are managed by us until the conditions in their contracts are met and we are to deliver the materials to the appropriate party. As the company who commercialised the concept of source code escrow in 1982 – we still define the leading edge of the field today and continue to be amazed by the immutable benefits of escrow and the role of a neutral party in engendering trust.
By partnering with Iron Mountain, the world’s most trusted provider of technology escrow services, you’ll get the infrastructure; resources and expertise you need to protect your vital assets and preserve the integrity of your intellectual property.