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February 20, 2006

What if your software licensor goes broke?: putting source code in escrow

Not everyone can afford in-house software programmers. Frequently leading industry programs are only available from specialist software providers. But if that piece of software is critical you need to think about the consequences if that provider disappears or is wound up.

Business2.0 this week carries a story about such an event.

Normally you only need the source code for software if you need to modify it and software licensors are reluctant to part with it if they provide a maintenance and upgrade service.

But they might agree to provide the source code to an independent escrow agent who agrees to keep it secure and only release it to you under certain agreed circumstances, such as the company deciding not to support the software any more or going broke. The agreement needs to be clear: who pays for it, what is actually deposited and when can it be released?

Before you actually use and maintain the source code you need to decide whether it might be cheaper to buy another product but in the meantime an escrow arrangement can give you peace of mind.

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Posted 20th February 2006 by David Jacobson in Legal, Web/Tech