Software Escrow Agreement
Secure access to source code and tech assets to reduce vendor dependency and keep your critical systems running in all circumstances.
Why choose Vaultinum for your software escrow agreement?
Guarantee of the latest version
of the source code
Secure online deposit
with encryption
SaaS
and On-Premise Escrow
24/7 Dashboard
accessible by multiple users
By partnering with a professional escrow agent, you can ensure that your source code is protected and accessible when you need it most.
Philippe Thomas, CEO of Vaultinum
Ensure business continuity in case of supplier failure
Have you considered all the potential risks associated with your software supplier?
Bankruptcy
If the supplier goes bankrupt or becomes insolvent, the continued maintenance and support of the software is at serious risk.
Maintenance issues
If the supplier fails to provide updates, bug fixes, technical support, or decides to discontinue the software, what then?
Change of ownership
If a supplier is acquired by another company, the new owner may not provide the same level of service or support.
100% secure, 100% of the time
- ISO 27001-certified servers, ensuring the highest security standards of the Vaultinum platform
- High-grade encryption of the source code during the deposit process
- Strictly controlled access to the source code linked to escrow agreements
What is a Software Escrow Agreement?
A Software Escrow is a contract between a software supplier and client that allows the client to access the software source code under pre-defined specific conditions.
The Software Escrow requires the supplier to deposit their source code with a trusted Software Escrow service provider.
At Vaultinum, we provide an automated secure update of the source code from the supplier’s GitHub repository for increased peace of mind.
They trust our expertise
Our Software Escrow clients
2 different types of Software Escrow
Bipartite agreement
A contract signed between the supplier and the client, specifying the conditions under which the client will has access to the source code. The client also gets connected to the Escrow management platform. The software supplier must make a deposit with a Software Escrow service provider like Vaultinum.
Tripartite agreement
A contract signed between the supplier, the client and Vaultinum, specifying the conditions under which the client has access to the source code. The client also has access to the Escrow management platform. The software supplier must deposit with Vaultinum and Vaultinum shall ensure that the supplier updates their source code as required in the contract.
How to make a software escrow agreement with Vaultinum?
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Our Escrows accommodate all software delivery models
What to include in an On-premise Escrow?
- Software Source code
- Software object code
- Executable code
- Technical documentation use to design and produce the software
- Tools needed to develop, compile and/or deploy the software
What to include in a SaaS Escrow?
- Access codes to the platform
- Deployment procedure : written documentation; Infrastructure as Code or AMI machine package
- Documentation: user, technical or deployment guides, contracts with cloud or managed service providers
- Database if dedicated to a single customer or Database common to several customers when split is possible
Vaultinum, the safe choice
Encrypted deposit
Secure storage
Verification of deposits
Dashboard
Our online dashboard allows for multi-user access, making it easy to manage multiple escrow agreements in one place…
Our pricing plan
At Vaultinum, a Software Escrow agreement is possible no matter the delivery method of software, whether it is installed on client machines, SaaS or cloud based. Vaultinum offers 2 types of Software Escrows depending on the needs of the supplier and client:
Bipartite
960€ / year
- Sovereign Datacenter in Switzerland
- Encrypted deposit
- Certificate of deposit
- Free updates
- Contract template
- Dashboard access for beneficiaries
- Legal team at your service
- Vaultinum follows up source code updates
Tripartite
1 320€ / year
- Sovereign Datacenter in Switzerland
- Encrypted deposit
- Certificate of deposit
- Free updates
- Contract template
- Dashboard access for beneficiaries
- Legal team at your service
- Vaultinum follows up source code updates
For increased peace of mind
800 €
verified deposit
from 3 800 €
controlled deposit
FAQ Software Escrow
What is a software escrow agreement?
A software escrow agreement is a contract between a software vendor, its client and a third party escrow agent, allowing the client to access the software source code under some specific conditions, such as the vendor’s bankruptcy or inability to maintain the software. These conditions are called release conditions and are negotiated by the parties in the contract. Once the contract is signed, the software vendor makes a deposit of its source code with the Escrow agent. The escrow agent will only release the source code to the client if one of the agreed release conditions occur. A software escrow contract brings reassurance and peace of mind to the client by ensuring the continuity of their business critical software.
What should be included in a software escrow?
Depending on the type of software, here is the list of the elements that Vaultinum usually recommends to escrow.
For ON PREMISE software: Source code, Object code, Executable code, technical documentation used to design and produce the software, tools needed to develop, compile and/or deploy the software.
For SAAS : Access codes to the platform, Deployment procedure (written documentation, Infrastructure as Code or AMI machine package), Documentation (user, technical or deployment guides, contracts with cloud or managed service providers), Database if dedicated to a single customer or Database common to several customers if a split by customer is possible.
How long does it take to sign a software escrow?
Like for any contract, there is usually a negotiation period before the parties agree on the terms of the contract and sign it. There is no exception for a software escrow agreement. Therefore the time it takes to sign a software escrow agreement can vary from a few days to a couple of months, depending on how easily both parties will agree on the terms of the contract.
What happens when the release conditions agreed in an escrow agreement occur?
If one of the agreed release conditions occur, then the beneficiary is entitled to ask Vaultinum to release the source code to them. However, at Vaultinum we have a very strict access procedure which involves several verification steps. First, the beneficiary needs to notify Vaultinum and submit the software escrow agreement along with a valid licence between them and the supplier and evidence that the release condition has been met. Then an access commission will review the documents provided and decide whether they are sufficient to grant access within the framework of the software escrow.
Who pays for a software escrow?
The short answer is -it depends. In some cases, the software vendor supports the cost of the software escrow, in some others it will be the responsibility of the client and sometimes the fees may even be shared between the software vendor and the beneficiary. It all depends on what has been negotiated between both parties and the type of software escrow required. If there is a request from the beneficiary for a verified or a controlled escrow, the extra cost will most likely be supported by the beneficiary.
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