| As a notary, lawyer, company lawyer, accountant or strategic buyer, you protect the legal and/or economic interests of your clients. Escrow Europe can help you. As the world leaders in Active Escrow we have over 15 years of experience in working together with local and international legal practitioners in this highly specialised field. Our core competence is combining legal know-how with technical expertise and this can add considerable value to the professional services that you have to offer your clients.
The viability of an Escrow agreement lies mainly in the technical verification of the deposit. Our technical division verifies the deposited materials before they are secured in our vaults. Escrow Europe employs dedicated technical consultants who can offer you the benefit of years of accumulated specialist knowledge. They can assist you confidentially and entirely impartially with all aspects of technical verification and reporting.
On this basis, some of the organisations that we work with choose to manage the physical storage themselves, an option that may also be attractive to you.
Fundamental to the purpose of the escrow arrangement is that, in the event that the deposit is released to the End-User, the software can be maintained by or for the End-User by suitably qualified person/s.
In other words, suitably qualified person/s should be able to receive the released material from the Escrow Agent, compile the source code, install the object code, restore the latest backups and the mission critical business process that is dependent on the software product should be able to continue to run unaffected.
Effectively, the fact that a core business system is dependent on licensed software that the business does not own means that the business has been obliged to outsource this core function. Outsourcing of core or mission critical functions implies far greater Operational Risk and the Business Continuity considerations associated with this therefore become a major issue.
Software suppliers and developers worldwide are increasingly recognising that:-
• escrow is a stamp of quality
• their client's requests for escrow are perfectly legitimate as it deals with mission critical software that requires additional continuity of use warranties
• Professionally drafted escrow agreements reinforce their commercial and Intellectual Property rights
In any case, the International ISO9001 guidelines for ICT good governance in respect of software escrow state that Source Code Escrow agreements must set up for each software product that an organisation uses, with the following exceptions;-
• A software licence fee less than 3000 Euro
• Less than three regular users
• Software has no business-critical functions
• There are readily available alternative products/the product is a shrink-wrapped commodity
Professional escrow is a highly effective, low cost measure for your clients to mitigate against ICT dependent Operational Risk and is becoming part of every organisation's BCP ( Business Continuity Plan ) process.
By its very nature, software is subject to continual change. It is therefore very important to refresh the deposit with new updates, releases etc. Escrow Europe consistently initiates supplier and user checks to ensure that the deposit remains viable. On the basis of an agreed frequency, we institute regular checks on whether the material in our deposit corresponds to what our clients are using. In this way, we keep the Escrow deposit active and up-to-date.
Our in-house lawyers have the necessary experience and specialised expertise; and, in consultation with you, they can give professional advice on customised contracts to suit the unique requirements that your clients may have.
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