Hi!
In order to answer your question, I first researched how software
escrow services work. Along the way, I found numerous reputable
companies that offered such services and after more research, narrowed
the list down to three companies.
Firstly, a very easy to understand explanation of how
software/technology escrow services work is provided at
http://www.nationalsoftwareescrow.com.
For convenience, I've copied the information here:
"The User's Philosophy
In many of today's software license agreements, companies purchasing
software, users, are requesting that along with the program(s), a copy
of the developing company's source code also be included. Source
code, is of course, the human-readable version of the software
program, including directions and documentation of how the program is
put together.
Source Codes are generally requested by users simply for their own
protection. With access to the source code, they can maintain and
enhance the software should the original developer fail to maintain
the license agreement in any way, as well as assure themselves against
insolvency of the developer.
The Developer's Philosophy
To many developers, providing a copy of their source code to their
users is simply out of the question. If they did provide their source
code, a great deal of maintenance revenue would be lost, due to third
parties maintaining their own software.
More importantly, if their source code is provided upon purchase,
developers fear that a competent programmer or independent contractor
at the site could modify the existing program and/or develop a
competing program.
The Escrow Compromise
Many developers are now compromising with their clients by
establishing source code escrow accounts. Establishing an escrow
account satisfies the source code dilemma. It provides the user with
access to the source code and documentation should the developer fail
to maintain the license agreement, as well as provides them assurance
against insolvency of the software developer. For the developer,
establishing an escrow account protects their interests and increases
the value of their product to their prospective clients."
Now, in order to set up an software escrow account, you'll need to
select an escrow service provider. There are many reputable companies
that provide such a service and I've narrowed the list down to three
companies based on their reputation, quality and fees.
http://www.dsiescrow.com/
DSI Technology Escrow Services
DSI is one of the most reputable technology escrow service providers
and does business approximately 3/4 of the Fortune 500 companies. DSI
offers numerous escrow agreements between parties. These agreements
can be broken down into a few categories.
Three Party-Agreements
DSI's three-party escrow agreements cater to companies that need a
high level of protection for their licensed technology assets and
intellectual property. DSI, the depositor, and the beneficiary sign an
escrow contract that allows for tailored release conditions,
modifiable terms for unique requirements and other options. Clients
also receive additional administrative services, including account
history information, deposit notices to all parties, verification
rights, special billing arrangements, and other add-on services.
There are three types of three-party agreements. Preferred, Master
Preferred for Depositors and Beneficiaries, Comprehensive Preferred.
Two-Party Escrow Agreements
DSI's two-party escrow agreements are ideal for clients who require
only a basic level of escrow protection. These are simplified
contracts between only DSI and the depositor. The beneficiary does not
sign the escrow contract, but instead is enrolled into the account by
the depositor. This allows the depositor to have complete control over
the conditions that trigger an escrow deposit release, and simplifies
the company's management of its escrow accounts because the contract's
terms and conditions are established once and applied to all future
escrow arrangements. DSI offers two types of two-party agreements:
SAFE Agreement - The depositor, a court, or trustee are the only
parties permitted to order a release of deposit materials.
FlexSAFE Agreement - The beneficiary can request a release of deposit
materials if the depositor files for bankruptcy. Otherwise, the
depositor, a court or trustee must give permission for a deposit
release.
DSI also offers Special Agreements and Services should special
circumstances arise.
Technical Verification - DSI offers three standard levels of
verification services to confirm the validity of escrow deposits.
Verification services range from confirming the content of deposited
materials to testing the functionality of the compiled application.
DSI staff will consult with the escrow beneficiary to determine the
level of verification required based on the business risks associated
with the technology.
Electronic Depositing - For your convenience, DSI offers a new way to
deposit your escrow materials electronically. Through our SecurEmail
and Escrow Direct deposit programs, clients can send their deposits
with the touch of a finger. No copying. No shipping.
Reseller Agreement - This agreement enables a reseller to access the
deposit materials for the technology it licenses, enabling the
reseller to support its end-users if the owner of the technology
terminates support for any reason. The Reseller Agreement also gives
the end-user access to the deposit materials if the reseller fails to
provide support and the owner does not replace them.
Intellectual Property Development Protection Agreement - This
agreement between DSI and the depositor safeguards technology
ownership and enhances existing legal protection under copyright,
trade secret, and patent laws. An IP Development Protection Agreement
provides evidence of when and how a technology was developed. This can
significantly strengthen your clients' position in any legal dispute
concerning IP rights.
Technology Collateral - DSI's Technology Collateral Agreement allows
companies to secure financing using their technology as collateral.
DSI acts as a neutral third party to identify, validate and administer
the physical embodiments of the technology assets (intellectual
capital) so that these assets can be easily and expeditiously
sold/licensed to single or multiple buyers of one or more of the
technology assets.
Third Party Downloader Service - All broker-dealer firms that store
e-mail or other records electronically must have a third party
designated with the SEC who can download the firm's archived
electronic records. This designated downloader must be a third party
who has access to the broker-dealer's e-mail and other electronic
records and can provide e-records to the SEC if requested.
Web Content Protection - This helps provide proof of first use of
trademarks, service marks, copyrights, or other original intellectual
property that either debuts on a Web site or is used exclusively in an
electronic form. Escrowing Web site content with a neutral third party
provides evidence of when the intellectual property was used, which is
a key element in obtaining certificates from agencies such as the U.S.
Patent and Trademark Office.
Non-Disclosure Escrow Agreement - This complements non-disclosure
agreements when a key employee who is privy to sensitive information
leaves a company. DSI's Non- Disclosure Escrow Agreement enables a
neutral third party to document an employee's work - from memos and
e-mails to project notes and hard copy files. This can prove useful if
an employee joins a competitor and trade secret information might be
shared, either purposefully or inadvertently. This escrow agreement
strengthens claims that trade secrets were disclosed improperly, and
the very effort put forth in establishing the escrow account for this
purpose is an excellent deterrent.
More information on the types of agreements can be found at
http://www.dsiescrow.com/escrow/index.cfm
DSI also offer extensive support and have very detailed and easy to
follow instructions on how to maintain an escrow account.
"Escrow Account Management FAQ
Once you set up a technology escrow account with DSI, we want to make
the processing and maintenance of your account as easy as possible for
you. The information below not only provides information you will want
for your records, but it will help guide you when you need DSI to
manage any modifications to your account.
Who do I contact with questions about my existing DSI escrow account?
Your Client Services Representative can answer questions about your
existing escrow accounts and can be reached by e-mail at
clientservices@dsiescrow.com or by calling 800-875-5669.
How do I make a source code/technology deposit?
You can submit your deposit to DSI electronically or via mail courier.
DSI's SecurEmail and Escrow Direct electronic depositing services
enable you (for an additional charge) to submit your deposits through
e-mail or over the Internet. For more information on these services,
contact your DSI sales representative or call (800) 962-0652.
To submit your deposit via mail courier:
Copy all of the source code, data or any other intellectual property
required under your escrow v agreement onto your media of choice
(diskette, CD, magnetic tape, etc.).
Fill out an Exhibit B, which contains a list of what is included in
the deposit and must accompany every escrow deposit.
Mail those items to DSI's Client Services department (see below for
address).
If you need more instruction on how to make a deposit, contact your
DSI Client Services Representative.
How do I fill out an Exhibit B?
An Exhibit B contains a list of all the materials deposited in escrow
and must accompany every escrow deposit. To help you complete an
Exhibit B, DSI has developed an Exhibit B instructional guide.
Where do I send my escrow deposit materials?
DSI processes deposits from two different facilities. The facility
that processes your deposit is determined based on your location and,
in some cases, on the type of escrow agreement you have with DSI.
Please contact your DSI Sales Representative or refer to your escrow
agreement to determine which of the following Client Services
departments you should submit deposit materials sent via mail courier.
Please include an Exhibit B with all deposit materials:
DSI Technology Escrow Services
Attn: Vaulting Administrators
9265 Sky Park Court, Suite 202
San Diego, CA 92123
858-499-1600
or
DSI Technology Escrow Services
Attn: Vaulting Administrators
2100 Norcross Parkway, Suite 150
Norcross, GA 30071
770-239-9200
How can I find out what is currently in my escrow account?
As part of our standard escrow services, DSI sends semiannual Account
Histories to keep you posted on the status of your account. If you
have questions about your account, contact your DSI Client Services
Representative at clientservices@dsiescrow.com.
How do I change the contact information on my account?
Fill out a Change of Status form and then simply click the "Submit"
button.
How can I get a copy of an invoice? With your account number handy,
contact your Account Representative at invoices@dsiescrow.com or
770-239-9200 and ask for a copy of your invoice.
Where do I send payments to DSI?
Payments may be sent to:
DSI Technology Escrow Services
P.O. Box 27131
New York, NY 10087-7131
How do I enroll/add a beneficiary to my SAFE Escrow Account?
Complete and sign the Exhibit C to the SAFE Agreement. This exhibit
asks for the designated representative and address for each
beneficiary.
How do I enroll/add a beneficiary to my FlexSAFE Escrow Account?
Complete and sign the Exhibit T for the FlexSAFE agreement. This
exhibit asks for the designated representative and address for each
beneficiary.
How do I enroll/add a beneficiary to my Master Preferred Escrow
Agreement?
Complete the Master Preferred Acceptance Form to Add Beneficiaries,
have both parties sign three originals, then forward the documents to
DSI for signature.
How do I establish a new deposit account on an existing Master
Preferred Escrow Agreement?
You only need to complete the Additional Escrow Account Amendment Form
and send it to DSI's Contracts Administration department.
How do I create a new escrow agreement?
You could create your own escrow agreement using our
industry-exclusive eContracts feature or contact your Sales
Representative.
Still have questions about your account? E-mail DSI Client Services at
clientservices@dsiescrow.com or call 800-875-5669 for assistance."
The fee for using DSI is not publicly provided, but can be accessed by
getting touch with DSI directly. DSI will mail you a schedule of their
fees and services. The link is http://www.dsiescrow.com/escrow/fee.cfm
http://www.nationalsoftwareescrow.com
National Software Escrow, Inc.
National Software Escrow, Inc. is a privately-held company located in
Brecksville, Ohio (suburb of Cleveland). NSE, which has been
providing source code escrow services to varied computer industry
sectors since 1986, acts as a neutral third party and holds a copy of
the source code in an offsite storage facility for the life of the
license agreement for the benefit of both the Software Developer and
Software User. Over 2,000 clients world-wide place their trust in NSE.
NSE's clients range from major financial institutions, Fortune 500
companies, established software firms and government agencies.
NSE offers services with for a single beneficiary.
Advantages of NSE's Single Beneficiary Agreement:
Plus over attorney based escrow accounts, in that Developer and User
do not have to pay an additional fee above the escrow fee to draft the
agreement.
Since NSE acts as a neutral third party, agreements can be provided
that address the concerns and protects the interests of both the
Developer and User
Revisions can be made to the agreement noting a certain condition of
when the source code can be released to either party, as well as steps
to settle possible disputes between the Developer and User.
More details on NSE's single beneficiary service can be found at
http://www.nationalsoftwareescrow.com/Single%20Beneficiary%20Agreement.htm
NSE also offers services for multi-beneficiaries.
Advantage of NSE's Multi-Beneficiary Agreement:
Plus over attorney based escrow accounts, in that Developer does not
have to pay an additional fee above the escrow fee to draft the
agreement.
Offers 'blanket protection' to multiple beneficiaries.
Adding a beneficiary to your Escrow Account consists of completing a
simple, one-page form.
More details can be found at
http://www.nationalsoftwareescrow.com/Multi%20Beneficiary%20Agreement.htm
NSE's price schedule:
Single Beneficiary Agreement
No Account Initialization Fees!
No Media Storage Fees!
Developer and User assume identical flat fees ($350.00/party first
year, $250.00/party each year thereafter). All prices are in US$.
Update Fees per change - $75.00 (Includes notification to
beneficiary).
Multi-Beneficiary Agreement
NSE's Multi-Beneficiary Agreement Price Schedule reflects the
following benefits:
No Account Initialization Fees!
No Media Storage Fees!
First Year Developer Fee, regardless of the number of beneficiaries,
is $350.00.
Renewal Developer Fee, regardless of the number of beneficiaries, is
$250.00.
Whenever a beneficiary is added to the account, a User Fee is
activated. The Software Developer may elect to pay the User Fee, or
NSE will invoice the User directly. The first year User Fee is
$350.00. The Renewal User Fee is $250.00. All prices are in US$.
Update Fees per change - $75.00 (Includes notification to
beneficiaries).
http://www.trexcel.com
Trexcel Corporation
Trexcel is considered a more 'cost-effective' escrow service provider
and as such, the reliablity and support may be inferior to that of DSI
or NSE. Nevertheless, they still offer many of the same services and
at a comparable price.
Trexcel offers three standard and two customized levels of Escrow
Solutions, each designed to provide you with the level and form of
protection that you may require. Note that you only need to pay for
the annual escrow services charge.
Trexcel™ TPS SE-Reserve- This is a low cost starter service for
Software Developers or End Users setting up either Multiple-User or
Multiple-Vendor accounts. The reserve option provides for account
establishment with your standard agreement prior to assigning any
licensees or vendors.
Trexcel™ TPS SE-Standard- Source Material and software program
generation results are delivered to Trexcel and deposited with the
software escrow. Basic verification of Source Material contents are
provided.
Trexcel™ TPS SE-Custom - A Customized Escrow account which is
customized to fit your specific requirements. Enhanced Verification
Services are available. This account can optionally include multiple
escrow agreements.
Trexcel™ TPS SE-Custom Critical - Source Material is delivered to
Trexcel and the software program executables are generated by Trexcel.
This is the highest level of protection available for deposit
verification. Our Trexcel™ TPS SE-Custom Critical service offering
provides you with the highest level of confidence in the quality of
your software escrow deposit as all of the software executable code is
generated from the source material held on deposit at Trexcel
Corporation facilities.
Trexcel offers escrow services in the following areas:
Software Escrow.
Technology Escrow.
Website Escrow.
Data Backup and Data Escrow.
Development Escrow.
Design Escrow.
Crypto. Key Escrow.
Custom & Complex Escrow Arrangements.
Features included with our Standard Escrow Agreements:
Trexcel features:
Cost-Effective Services.
Initial Fee: Free.
Fast Escrow Setup.
Online Account Management.
Free Deposits (to an annual limit).
Electronic Deposit with encryption available.
Deposit Verification.
Electronic notifications.
Periodic notice of account activity.
Quarterly account status reports.
Flexible Billing arrangements.
Generous vault space provided in our Ultra-Vault.
Customize with Trexcel options and services.
Trexcel also provides a very detailed table of fees that can be found
at http://www.trexcel.com/Compare.htm
The annual single user, three party account costs $395, while the
mutil-user, three party account costs $495 per year.
While doing my research, the most prevalent factors that were
discussed on company websites and testimonials was the importance of a
clear contract. Though this sounds obvious, hiring a reputable, highly
qualified escrow service can often spare a company time and money
dealing confusion and misunderstanding regarding the escrow service.
Reputation is also discussed as many clients said that the ability for
all parties involved to trust the escrow service was crucial to
reaching a fair agreement. Likewise, having a reputable escrow service
allows the users to access greater resources and better support, often
in a very timely manner. Customer support also came up quite a bit as
often times the parties involved will require a custom agreement. Some
companies will offer much better service than others when it comes to
sitting down with clients.
Of course, fees also make a difference though it seems to be a general
consensus that it's better to pay a bit more and receive a
professional, reputable escrow service provider.
Search Terms:
"Software Escrow"
"Escrow" + sofware developers
"Fortune 500" + "Escrow"
If you require more information or would like me to find more software
escrow providers, please feel free to ask and I'll get right on it.
Best regards,
Tox-ga |
