Services I Escrow

Escrow

If your business depends on an asset you do not own or control, such as a software package or eCommerce solution, escrow is a way of ensuring that you have a means of obtaining vital material such as source code, software or data.

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What is Escrow?

Escrow is, by definition, where one party to an agreement deposits goods or money with an independent trusted third party, known as an escrow agent, who holds them until the terms of an escrow agreement have been performed.

We are experienced escrow solicitors and the areas we cover include:

  • Data escrow
  • Database escrow
  • Source code escrow
  • Software escrow
  • Website escrow
 

Escrow is increasingly being used in the IT sector in developer/client relationships. If your business depends on an asset you do not own or control – such as a software package or eCommerce solution – escrow is a way of ensuring that you have a means of obtaining vital material – source code, software, data etc – under certain circumstances laid out in an escrow agreement. These circumstances would mean anything that risks the performance of the asset in question, such as the developer going bankrupt or failing to maintain software as promised in the agreement. If you are a developer, escrow allows you to provide your client with peace of mind whilst maintaining the secrecy and security of the assets in question.

We have copious experience in drafting escrow agreements and our clients include leading software providers and household brands. We can draw up an escrow agreement that will protect your interests whilst satisfying both parties, enabling a mutually beneficial situation. We can also advise you on the terms of escrow agreements drafted by others and negotiate on your behalf, and act as an escrow agent by storing material.

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Data Escrow Definition

Data escrow is where one party to an agreement deposits information with an escrow agent, pending the performance of an obligation by the other party. If the obligation is not performed then the data will revert back to the party that deposited it with the escrow agent. This type of escrow has traditionally been used in relation to databases but has become prevalent in its own right recently with the emergence and widespread proliferation of Software as a Service (“SaaS”), also known as “cloud computing”.

Software as a Service

SaaS is where the software used to create, access and store data is hosted on a central server by a service provider, together with the data itself, on behalf of several companies. This differs from the traditional model of hosting data on a hard drive in a computer situated on a company’s premises. Data is often interacted with through a web browser when SaaS is deployed, removing the need for a business to invest heavily in the hosting and maintenance of its own data and instead delegating this to a third party provider in return for payment of a fee. This places an obligation on the provider, however, to ensure that a business is able to access its own data and that it is being held securely.

Advantages of Data Escrow

Data escrow acts to mitigate the risks associated with outsourcing critical data, particularly because the benefits received as costs savings can easily evaporate by the data being unlawfully accessed, corrupted or otherwise deleted. The escrow agreement will also provide for a quick remedy in the event of the hosting company becoming insolvent or for service outages or data losses that harm a business. In such an event, the clients will be entitled to recover their data and in some cases, may be entitled to the underlying data behind the SaaS framework. This will motivate the provider to proactively protect their network.

Lawdit’s Data Escrow Services

Lawdit acts for clients around the world in relation to data escrow services and our team of escrow agents and solicitors are always on hand to assist and advise you. We offer a free call back service and are happy to discuss your particular needs, concerns and goals. Call or contact us today if you are looking to escrow data and we’ll be pleased to talk you through your options.

Database Escrow Definition

Database escrow is where a database developer deposits the code that makes up a computer database with an escrow agent, in accordance with an escrow agreement. A database escrow agreement will usually state that this code will pass to the business that commissioned its creation, should the developer be unable or unwilling to meet its contractual obligations.

Advantages of Database Escrow

Investing in a database is a large investment for a business which it will naturally want to protect. It will want to ensure that its investment will not evaporate overnight, either by the developer neglecting its contractual obligations or becoming subject to liquidation/bankruptcy proceedings. Database escrow alleviates these concerns and offers a business security and peace of mind in respect of its investment in a database.

A developer, on the other hand, will have invested considerable time and effort in the creation of source code that makes up a database and will often want to use parts of it in other projects, so as to minimise the amount of time and effort it needs to expend in the future. Database escrow acts as a strong motivating force for it to abide by the terms of a contract by securing its ability to use parts of the code in other projects.

Database Escrow Agreements

The terms of a database escrow agreement will usually stipulate that any instruction manuals, guides and related materials be placed into escrow, together with the code. The agreement will also set out the specific events triggering release, in addition to dealing with updated versions of the code, the form in which it will be received by the escrow agent and the manner in which it will be held.

The developer will usually pay the escrow costs because it will often have more than one client requesting database escrow. Using the same agent to escrow a database will save the developer time and money by streamlining both contract negotiations and administrative burdens.

Lawdit’s Database Escrow Services

Lawdit acts for clients around the world in relation to database escrow services and our team of escrow agents and solicitors are always on hand to assist and advise you. We offer a free call back service and are happy to discuss your particular needs, concerns and goals. Call or contact us today if you are looking to escrow a database and we’ll be pleased to talk you through your options.

Software Escrow Definition

Software escrow is where a software developer deposits the source code that makes up a computer program with an escrow agent, in accordance with an escrow agreement. A software escrow agreement will usually state that this code will pass to the business that commissioned its creation, should the developer be unable or unwilling to meet its contractual obligations.

Advantages of Software Escrow

Bespoke software constitutes a substantial investment for a business which it will naturally want to protect. It will want to ensure that its investment will not evaporate overnight, either by the developer neglecting its contractual obligations or becoming subject to liquidation/bankruptcy proceedings. Software escrow alleviates these concerns and offers a business security and peace of mind in respect of its investment in software.

A developer, on the other hand, will have invested considerable time and effort in the creation of source code and will often want to use parts of it in other projects, so as to minimise the amount of time and effort it needs to expend in the future. Software escrow acts as a strong motivating force for it to abide by the terms of a contract by securing its ability to use parts of the code in other projects.

Software Escrow Agreements

The terms of a software escrow agreement will usually stipulate that any instruction manuals, guides and related materials be placed into escrow, together with the source code. The agreement will also set out the specific events triggering release, in addition to dealing with updated versions of the code, the form in which it will be received by the escrow agent and the manner in which it will be held.

The developer will usually pay the escrow costs because it will often have more than one client requesting software escrow. Using the same agent to escrow software will save the developer time and money by streamlining both contract negotiations and administrative burdens.

Lawdit’s Software Escrow Services

Lawdit acts for clients around the world in relation to software escrow services and our team of escrow agents and solicitors are always on hand to assist and advise you. We offer a free call back service and are happy to discuss your particular needs, concerns and goals. Call or contact us today if you are looking to escrow software and we’ll be pleased to talk you through your options.

Source Code Escrow Definition

Source code escrow is where a program developer deposits the source code that makes up a computer program with an escrow agent, in accordance with an escrow agreement. A source code escrow agreement states that the code will pass to the business that commissioned its creation if the developer is unable or unwilling to meet its contractual obligations.

Advantages of Source Code Escrow

Bespoke software constitutes a substantial investment for a business which it will naturally want to protect. It will want to ensure that its investment will not evaporate overnight, either by the developer neglecting its contractual obligations or becoming subject to liquidation/bankruptcy proceedings. Source code escrow alleviates these concerns and offers a business security and peace of mind in respect of its investment in software.

A developer, on the other hand, will have invested considerable time and effort in the creation of source code and will often want to use parts of it in other projects, so as to minimise the amount of time and effort it needs to expend in the future. Source code escrow acts as a strong motivating force for it to abide by the terms of a contract by securing its ability to use parts of the code in other projects.

Source Code Escrow Agreements

The terms of a source code escrow agreement will usually stipulate that any instruction manuals, guides and related materials be placed into escrow, together with the source code. The agreement will also set out the specific events triggering release, in addition to dealing with updated versions of the code, the form in which it will be received by the escrow agent and the manner in which it will be held.

The developer will usually pay the escrow costs because it will often have more than one client requesting escrow. Using the same agent to escrow source code will save the developer time and money by streamlining both contract negotiations and administrative burdens.

Lawdit’s Source Code Escrow Services

Lawdit acts for clients around the world in relation to source code escrow services and our team of escrow agents and solicitors are always on hand to assist and advise you. We offer a free call back service and are happy to discuss your particular needs, concerns and goals. Call or contact us today if you are looking to escrow source code and we’ll be pleased to talk you through your options.

Website Escrow Definition

Website escrow is where a third party that has been delegated responsibility for website management on behalf of a business deposits the code that makes up the website with an escrow agent. This ensures that the site will be updated and that new features will be deployed, in accordance with the website management agreement.

Website Management Agreements

A typical website maintenance agreement will require technical work to be undertaken, in addition to ensuring the website is functional and easily navigated. Web design often involves the planning and implementation of a specific architecture and this is not easily passed from one developer to another without access to the work of the original developer.

Advantages of Website Escrow

Website escrow deposits the underlying code which makes up a website with an escrow agent, together with any other information, such as logos, images, sound files and details of interactions with plug-ins required to properly display the information. It will also often require details of any application programming interfaces, or “APIs” to be deposited with an escrow agent. APIs are a set of programming instructions that allow content to be linked to by third parties. A typical example includes the Transport for London API, which allows for its Underground and bus timetables to be used by mobile app developers and travel update websites.

Website escrow affords a business certainty that its online presence will not be compromised by a developer failing to meet its obligations under a web maintenance agreement. It also ensures that, in the event of a breakdown in the relationship between the business and the developer, a new developer can be commissioned swiftly without having to expend considerable time and resources in understanding the previous developer’s programming methods.

Lawdit’s Website Escrow Services

Lawdit acts for clients around the world in relation to website escrow services and our team of escrow agents and solicitors are always on hand to assist and advise you. We offer a free call back service and are happy to discuss your particular needs, concerns and goals. Call or contact us today if you are looking to escrow a website and we’ll be pleased to talk you through your options.