Software/ Data Escrow Explained

5 April 2010

Software/ Data Escrow Explained

Under a typical software or data escrow arrangement the developer or supplier of the software would deposit the source code to the software that he has supplied to an escrow agent (a trusted third party), and the escrow agent would then hold the source code for the benefit of both parties under the terms of a software or data escrow contract.

Typically, the software or data escrow contract would set out the following:

Details of both parties

Name of the software

Language the software is written in

Platform required to run the software

Software programming/ skills required to maintain the software

Frequency the material deposited in escrow will be updated

Format the material deposited in escrow will be lodged (e.g. CD/ DVD)

Does the software come in different modules?

What will be the triggers for release of the software from escrow? Insolvency? failure to maintain, support?

Izaz Ali (Izaz.Ali@lawdit.co.uk) Izaz is a commercial lawyer who specialises in information technology law and intellectual property law with an emphasis on IT, escrow, online and off-line contracts, and the buying and selling of online businesses.