Why a Software-Escrow with SWEAG Software Escrow AG
Today, highly specialised or specifically developed software is used in every company. This creates a relationship of dependency between the software manufacturer and the software licensee. In order to be prepared in the event of a failure of the software manufacturer, your company would be well advised to conclude a software escrow agreement that allows you to access and use the source code of the software in such an exceptional situation.learn more
WHAT IS SOFTWARE ESCROW?
Software escrow is the deposit of software source codes, preferably together with their development documents. Software escrow offers security with regard to the long-term availability of technical know-how. In contrast to a deposit geared solely to physical security, such as a deposit in a safe deposit box or safe deposit box at a bank, SWEAG’s specialised software escrow also takes legal security requirements into account.learn more
WHAT IS THE PURPOSE OF A SOFTWARE ESCROW?
By depositing the source code, the licensee, i.e. the beneficiary of the software escrow agreement, is to be enabled to perform the services owed by the software producer himself or to have them performed if the software producer does not or cannot perform the contractual services properly.learn more
For both software licensees and software producers, the legal security of a software escrow solution is central. On the one hand, this involves the bankruptcy protection of the deposited source code as well as other IT governance issues, such as the fulfilment of internal control system (ICS) requirements.
Reasons for SWEAG’s software escrow
Advantages over banks, lawyers, trustees or other depository providers
Depositing the source code in a safe deposit box at a bank or in a safe at a lawyer’s or a trustee’s office hardly ever does justice to the mutual interests of the software producer as depositor and the licensee as rightholder. In particular, if only the software producer as depositor has access to the safe deposit box, the licensee as rightholder cannot access the source code without the depositor’s consent. And if the parties can only access the safe deposit box jointly, it is also possible for the depositor to prevent access to the source code in the event of surrender. The reverse case is also unfavourable: if the authorised party is able to access the safe deposit box alone, the depositor loses all control over the use of the deposited source code.
Another problem with safe deposit is its lack of bankruptcy protection. The bank, a lawyer or a trustee as depositary regularly does not acquire fiduciary ownership of the deposited source code. If, in such a case, the software producer as depositor goes bankrupt, the source code deposited in the safe deposit box belongs to the bankruptcy estate and is not available to the beneficiary. Moreover, lawyers and trustees usually do not have the business-specific know-how and suitable premises for depositing software.
SWEAG’s software escrow solutions, on the other hand, counter the aforementioned risks to a particular degree. With SWEAG, you benefit from the know-how established since 1992 as well as services adapted both to the state of the art and to your needs. Thanks to the needs-oriented preparation of the software escrow agreement and SWEAG’s tailor-made solutions, you will receive the professional services of SWEAG as a specialised escrow agent that are optimally adapted to your specific circumstances.
Which parties are involved in a software escrow agreement?
As a rule, it is a three-party relationship. The software escrow agreement is concluded between SWEAG (escrow agent), the depositor (software manufacturer) and the beneficiary (licensee).
To what duration is the software escrow agreement concluded?
The software escrow agreement is a permanent contract that is terminated by surrender to the beneficiary (licensee) or by return to the depositor (software producer) after expiry of the agreed period of time. The software escrow agreement is concluded for the period during which the beneficiary (licensee) is dependent on the software.