Alpha financial Agreement
Learn about the types of Software Source Code Escrow Agreements, Software Escrow Agreement release conditions and download an NCC Escrow Agreement sample below.
What is a Software Escrow Agreement?
A Software Source Code Escrow Agreement is a simple and effective tri-party arrangement with mutually agreed terms between the software customer, software supplier, and NCC Group.
Under the Software Escrow Agreement, the supplier periodically deposits a copy of the software source code and associated materials for secure storage within NCC Group’s secure physical or virtual vaults, ensuring that the material can be accessed and released should the need arise.
In the event of a release, the software customer can utilise Escrow deposit to maintain the software, working from the source code, whether that be in-house or by engaging with another supplier.
Agreement options
Software Escrow Agreement Benefits
Safeguards Investment
A Software Escrow Agreement protects your investment by guaranteeing the long-term availability of third-party software and data while preserving the developer’s Intellectual Property Rights (IPR).
Independent Assurance
Provides independent assurance of access to the source code behind business-critical third-party software.
Enables Continuity
A Software Escrow Agreement reinforces operational resilience while supporting business continuity and exit plans for third-party software.
Expert Security
Deposits are held within our physical vaults or virtual vault within our secure Cloud environment which is monitored 24/7 by NCC Group’s SOC.
Supports Compliance
A Software Escrow Agreement supports compliance with audit requirements key technology outsourcing regulation rules and guidance.
Manages Supplier Risk
A Software Escrow Agreement mitigates IT supply chain disruption risk by ensuring that business continuity plans are executed with minimal disruption or downtime.
Software Escrow Agreement Options
A Software Escrow Agreement is tailored to your organisation. It is dependent on whether the software you want protecting is hosted on-premise or in a Cloud environment and if the software is utilised by one or multiple organisations.
NCC Group offers a range of Software Escrow Agreements to meet all business requirements. Click on the options below to learn more about the different types of Source Code Escrow Agreements, or contact us today for more information.
In addition to our Technology Escrow Agreements we also offer Registry & Registrar Data Escrow Agreements to support ICANN compliance, Information Escrow Agreements and Copyright Escrow Agreements, find out more below
SaaS Escrow Agreement
For applications hosted in the Cloud our SaaS Escrow Agreement provides end-users with the material required to access, restore or rebuild their SaaS application and unique data in the event of a SaaS outage or supplier failure. Learn more about NCC Group’s SaaS Escrow Solutions here.
Single Licensee Software Escrow Agreement
Our Single Licensee Escrow Agreement is suitable for on premise software applications that are bespoke and used by only one organisation. The Licensee joins the Agreement enabling them to apply for the source code to be released in the event of a release.
Multi Licensee Software Escrow Agreement
Our Multi Licensee Escrow Agreement for on premise software is suitable for off-the-shelf solutions used by multiple users across different organisations. Any Licensee of the software can join the Agreement enabling them to apply for the source code to be released in the event of a release.
Distributor and Staggered Release Agreement
We also have agreements that deal with distributor, developer and outsourcer arrangements. These range from a simple 2 party agreement to 4 parties or more and can accommodate staggered release so that a party can step into the role of the provider and obtain the source code, before the material is released to the Licensee.
Registry & Registrar Data Escrow Agreement
As part of the generic top-level domain (gTLD) application process, applicants must meet different criteria set out by ICANN, one of which is a requirement to establish daily transfers of WHOIS data to a reputable escrow agent. Registry Data Escrow Agreements are available for registry operators of gTLDs. Under the terms of this Agreement, in the event of the Registry Operator no longer being able to support the applicant the critical WHOIS data held in escrow will be released to ICANN allowing continuation of the TLD.
Information Escrow Agreement
Information Escrow Agreements protect business-critical information such as product designs, industrial formula, manufacturing processes and marketing materials. Designed specifically to protect the growing number of organisations who outsource the development of specific elements of their operations to a specialist third party, any type of business critical information can be covered.
Copyright Escrow Agreement
Copyright Escrow Agreements Protects clients’ original material to assist in the prosecution or defence of copyright infringement claims. It is designed to assist in establishing ownership of material such as software applications, websites, product designs, artwork, original music scores and fashion designs. The original material is held along with rough drafts and plans showing how it evolved, details of the owners, evidence of authorship and any relevant contracts of employment for staff involved in its development. In any copyright infringement claims, the owner can use this as evidence that it created the material.
work flow
How does Software Escrow Work?
Establish the Agreement
Our in-house Legal team will work with all parties to negotiate and agree upon the terms of the Escrow contract including deposit frequency, fees, release criteria and Verification testing requirements. We recommend discussing Software Resilience in advance of or during the negotiation of the Software Licensing Agreement.
Deposit & Verification
Our in-house Technical team will work with the software supplier to create the Escrow deposit which is then stored, along with any supporting information, in our Virtual or Physical vaults. If Verification testing has been requested we will conduct the exercise and include the resulting build documentation within the deposit.
Software Escrow Agreement Release Conditions
If the supplier is unable to maintain the service and pre-agreed Software Escrow Agreement release conditions are met then we will initiate the process of transferring the materials held in escrow to the software customer. Download an escrow agreement sample to view our standard Software Escrow Agreement release conditions.
“Being proactive and placing security and resilience at the start of any development means that we can confidently explore ideas & push boundaries, safe in the knowledge that we are managing any risk associated with our software supply chain.”