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.
• I need to close the deal. With the right escrow agreement, you’ll offer the investment protection assurance your customer needs to feel comfortable making the deal.
• I need to assure my customers that I’m a safe choice. Technology escrow will reduce your customers’ risks of licensing software and, consequently, help to ensure their business continuity. You also can and should escrow your most critical technology as well to mitigate risk in your supply chain.
• I want to protect my intellectual property. Protecting your intellectual property is of the utmost importance. Simply turning over your code to customers is not an option because if your code is compromised in any way, you’ll lose your competitive advantage and miss out on new business opportunities.
As a technology developer, you want your prospects, customers and partners to have confidence in your company. Establishing sound escrow processes helps you to instill trust into your solutions by letting a trusted and secure third party handle the process rather than try to do it yourself.
Partnering with the leader of integrity and success in the escrow industry for the last 35 years will add significant value to your solutions by safeguarding your customer’s investments with Iron Mountain technology escrow and verification services.
•I want to leverage the latest technology to run my business, but the developer is outside my control. Leverage the escrow relationship to ensure your developer lives up to its promised service levels and protect your monetary investment so you can invest in the technology you need to stay on top of the competition.
•I need to make a safe technology decision. Eliminate any concerns about the developer’s capabilities or the quality of your technology. Maintain access to the application source code, as well as a complete set of deposited materials, so that you can keep your business up and running. Our full range of technology escrow and verification services ensures that your software works when you need it to.
•I need to adhere to my company’s risk mitigation strategy. Most likely, your organization has proper processes for you to follow in order to reduce the risk of bringing new technology in house.
Protect against the unknown when your company licenses on-premises software or subscribes to a Software-as-a-Service (SaaS) application, you rely on your vendor for technical support, functional enhancements and maintenance. With SaaS applications, you entrust your data to them as well. This dependency exposes your company to risks.
What would happen if your vendor went out of business or otherwise stopped supporting your software or technology? Your company could suffer considerable losses in revenue and/or productivity. Whether your developer is large and trustworthy or small and without a proven track record, you need to know that your technology will be there when you need it.
An Iron Mountain escrow account gives you leverage by allowing you to access the source code and other proprietary information that you need to keep the technology (and your business) up and running.
• I need to help my clients reduce risk. Reduce risk and enhance compliance for your clients through integration of technology escrow and verification services as part of a comprehensive risk management strategy.
• I want to recommend the best. Iron Mountain has provided software and technology escrow protection for software and technology vendors and their clients since 1982. Plus, we’re the only Fortune 500-company in the technology escrow business. Entrust your clients’ interests to the acknowledged global leader in the field.
Whether your clients develop or license software, you have a legitimate interest in helping them assess the risks of doing business and giving them expert advice.
Law firms should recommend escrow protection to their clients if:
• the software or technology is mission-critical to the client’s business, and not off-the-shelf
• many employees rely on it
• the technology impacts the client’s customers
• the technology is costly to replace
Iron Mountain’s suite of escrow and intellectual property management services protects software users and buyers by providing a range of services. At a minimum, we can offer access to their developer’s source code and maintenance materials under specific conditions in the escrow agreement or we can fully replicate the application and data in a stand-alone environment.