The legal concept of escrow derives from the old French word for parchment.
Deeds (usually securities or bonds) were signed, sealed and entrusted to an independent third party to hold ‘in escrow’ and deliver when certain conditions were fulfilled.
While this form of escrow still exists, the advent of the paperless age has markedly reduced its usefulness.
In the modern business world, however, increasing reliance on digital technology has prompted radical changes in business risk profiles, and the emergence of software escrow as a valuable protective measure.
For many businesses, even a short-term loss or failure of mission-critical software applications could be disastrous and its repercussions far-reaching.
Wednesday, December 21, 2005
Software escrow reduces risks of business
Essentially, software escrow is the lodging of source code (the human-readable version of software applications) by a software supplier or reseller with an agent under the terms of an escrow agreement, for the benefit of nominated licensees.
The escrow agent typically receives sealed CD-ROMs verified by the supplier to contain the source code of the licensed program(s).
These are lodged in secure storage (Ideally the Escrow agents facility) and lodgment details registered and notified to licensees.
This process is repeated each time the supplier issues an upgrade.
The program’s object code (machine-readable version) and often other information such as flow-charts and data layouts necessary for developers to understand and modify the software will also be included in the escrow.
The escrow agreement normally stipulates that if the supplier goes out of business, or breaches a court order to meet contractual obligations under the license such as maintenance, support, development and supply of upgrades, the licensee may demand access to the source code for limited purposes.
This generally means the right to make a backup copy, maintain, correct and keep the program basically operational.
Escrow arrangements are confidential, and no intellectual property rights in the software ever pass to a licensee when escrow rights are exercised.
Where a dispute arises between the parties to the escrow, the escrow agent must remain strictly impartial. Arbitration is the preferred method of resolution of such disputes.
Not every business needs a software escrow, but unless source code is supplied with the run-time version under the license, an escrow is vital for customized software such as that used by accountants, lawyers, doctors, dentists, architects, engineers and real estate agents.
These types of service providers tend to rely on sophisticated enterprise applications both to support their clients and run their own businesses, and prudent auditors will want to see a software escrow in place before signing off their accounts.
Software suppliers can provide for an escrow as an itemized cost under the license, price dependent on service level and risk factors for the escrow agent.
Licensees may not welcome an additional overhead, but would be wise to regard software escrow as a cheap and practical form of insurance for key business assets.
For more information on source code or Software Escrows, please feel free to mail us at info@escrowtech.in
The escrow agent typically receives sealed CD-ROMs verified by the supplier to contain the source code of the licensed program(s).
These are lodged in secure storage (Ideally the Escrow agents facility) and lodgment details registered and notified to licensees.
This process is repeated each time the supplier issues an upgrade.
The program’s object code (machine-readable version) and often other information such as flow-charts and data layouts necessary for developers to understand and modify the software will also be included in the escrow.
The escrow agreement normally stipulates that if the supplier goes out of business, or breaches a court order to meet contractual obligations under the license such as maintenance, support, development and supply of upgrades, the licensee may demand access to the source code for limited purposes.
This generally means the right to make a backup copy, maintain, correct and keep the program basically operational.
Escrow arrangements are confidential, and no intellectual property rights in the software ever pass to a licensee when escrow rights are exercised.
Where a dispute arises between the parties to the escrow, the escrow agent must remain strictly impartial. Arbitration is the preferred method of resolution of such disputes.
Not every business needs a software escrow, but unless source code is supplied with the run-time version under the license, an escrow is vital for customized software such as that used by accountants, lawyers, doctors, dentists, architects, engineers and real estate agents.
These types of service providers tend to rely on sophisticated enterprise applications both to support their clients and run their own businesses, and prudent auditors will want to see a software escrow in place before signing off their accounts.
Software suppliers can provide for an escrow as an itemized cost under the license, price dependent on service level and risk factors for the escrow agent.
Licensees may not welcome an additional overhead, but would be wise to regard software escrow as a cheap and practical form of insurance for key business assets.
For more information on source code or Software Escrows, please feel free to mail us at info@escrowtech.in
Thursday, December 15, 2005
Investors/ Lenders benefit - IP Audit Trail
In connection with an investment in or loan to a company, an investor or lender may require the company to participate in the IP Audit Trail Program.
The IP Audit Trail Program can be modified to give the investor or lender the right to receive releases or copies of Deposit Materials from the EscrowTech Depository. The company would not be allowed to have Deposit Materials removed from the Depository without the investor’s or lender’s approval.
In this manner, the investor or lender can better document and secure the intellectual property or technology on which it is basing an investment or loan. It makes it more difficult for the principals or management of the company to walk away from the company (leaving the investor or lender with a failed company) only to begin over again with a new company that takes advantage of the previous company’s intellectual property and technology.
Please note that depending on the level of protection and the procedures desired by the parties, a software or technology escrow may be a better alternative - see a description of EscrowTech’s escrow services
The IP Audit Trail Program can be modified to give the investor or lender the right to receive releases or copies of Deposit Materials from the EscrowTech Depository. The company would not be allowed to have Deposit Materials removed from the Depository without the investor’s or lender’s approval.
In this manner, the investor or lender can better document and secure the intellectual property or technology on which it is basing an investment or loan. It makes it more difficult for the principals or management of the company to walk away from the company (leaving the investor or lender with a failed company) only to begin over again with a new company that takes advantage of the previous company’s intellectual property and technology.
Please note that depending on the level of protection and the procedures desired by the parties, a software or technology escrow may be a better alternative - see a description of EscrowTech’s escrow services
IP Audit Trail - In Relation to Copy Rights
Authorship, Ownership and Independent Creation.
Deposit Materials deposited with EscrowTech can include virtually any form of copyrightable subject matter (any “work of authorship”), e.g., documents, drawings, computer programs, data bases, photographs, and other works of authorship.
The date of deposit with EscrowTech is evidence that authorship (or creation) of the work must have predated the date of deposit.
Software development projects can be tracked, showing dates and stages of development.
All of this can be important in the context of legal disputes concerning authorship of copyrightable works and therefore ownership of the copyrights.
The Program can be used to establish prior or independent authorship of works. It can be useful in supporting both claims and defenses.
Deposit Materials deposited with EscrowTech can include virtually any form of copyrightable subject matter (any “work of authorship”), e.g., documents, drawings, computer programs, data bases, photographs, and other works of authorship.
The date of deposit with EscrowTech is evidence that authorship (or creation) of the work must have predated the date of deposit.
Software development projects can be tracked, showing dates and stages of development.
All of this can be important in the context of legal disputes concerning authorship of copyrightable works and therefore ownership of the copyrights.
The Program can be used to establish prior or independent authorship of works. It can be useful in supporting both claims and defenses.
IP Audit Trail - In Relation to Patent Rights
Under the patent laws, the ability to establish and corroborate “conception of the invention” and an “actual reduction to practice of the invention” can be critical in a dispute with other companies or inventors claiming to be the first to invent and therefore entitled to the patent.
Documents, working prototypes, computer programs (for software inventions), and other materials deposited with EscrowTech can corroborate our client’s claims of first inventor ship. These Deposit Materials can show conception of the invention or can be in the form of an actual reduction to practice, e.g., a working sample of the invention.
Without adequate corroboration, patent rights can be lost to another person or company who may be a competitor or who may license the patent rights to a competitor!
Documents, working prototypes, computer programs (for software inventions), and other materials deposited with EscrowTech can corroborate our client’s claims of first inventor ship. These Deposit Materials can show conception of the invention or can be in the form of an actual reduction to practice, e.g., a working sample of the invention.
Without adequate corroboration, patent rights can be lost to another person or company who may be a competitor or who may license the patent rights to a competitor!
Wednesday, December 14, 2005
Software Escrow - The Editors desk
The source code escrow does indeed offer a significant amount of protection for software licensees against vendor bankruptcy. As noted prior, because of the gaps left open in the Code, the amendments fall short of providing a software licensee with adequate protection. However, the escrow does not in and of itself provide an adequate level of protection sought by licensees. Nevertheless, this practice can be an extremely effective source of protection for licensees when used in conjunction with a meticulously drafted licensing and escrow agreement. There are certain points a licensee should be sure to include in its licensing and escrow agreements to maximize the protection of the escrow.
First, the licensee should negotiate a clause that gives the licensee the right to decide when an event triggering release has occurred. In addition, the licensee should include terms in the escrow agreement that clearly spell out which events are “triggering events” for release of the source code.
First, the licensee should negotiate a clause that gives the licensee the right to decide when an event triggering release has occurred. In addition, the licensee should include terms in the escrow agreement that clearly spell out which events are “triggering events” for release of the source code.
Software Escrow - What its worth ..
Is it a Worthwhile Investment?
Most source code escrow agency companies advertise via the Internet and in technology trade journals. One commentator estimates that approximately “80% of all Fortune 1,000 firms have at least one software package on deposit with an escrow agent. Under the typical software escrow arrangement, the escrow serves as an independent repository for a vendor’s source code and any related documentation for a time generally equal to the term of the underlying software license. The vendor is generally required to make periodic deposits of updated, enhanced, and modified editions of the source code, or other variants of the licensed software, While providing an archival storage place for source code, the escrow also provides protection for the vendor’s trade secrets. The escrow agent is prohibited from divulging the trade secrets of the source code “until it receives notice of an event requiring release, or until it returns the source code to the vendor upon the termination of the escrow. In order to obtain the source code, a licensee must notify the escrow agent and the vendor that an event requiring the release of the source code has taken place. Such an event might be the inability or refusal of the vendor to maintain or update the software, or the insolvency of the vendor. When an escrow agent receives such notice, “the agent is required to notify the vendor that it will release the source code to the licensee unless the vendor objects in writing within a specified period of time. If the vendor objects, “the escrow agent is directed to hold the source code until ordered to release it by a court or by the vendor. However, if the vendor does not object, “the escrow agent is required to release a copy of the source code to the requesting licensee, retaining a copy for itself. Once the source code is released to a licensee, generally, the escrow agreement provides the licensee with the “rights and obligations respecting the source code similar to those which apply to the object code. These rights include the licensee’s right to “use the source code to maintain licensed programs, subject to the obligations not to disclose the source code to third persons and to return or destroy the source code upon the termination of the license. To avoid possible lengthy and expensive litigation, the escrow agreement should be meticulously drafted to effectively notify the parties when a release event occurs.
For more information regarding source cod escrows mail us at info@escrowtech.in
Most source code escrow agency companies advertise via the Internet and in technology trade journals. One commentator estimates that approximately “80% of all Fortune 1,000 firms have at least one software package on deposit with an escrow agent. Under the typical software escrow arrangement, the escrow serves as an independent repository for a vendor’s source code and any related documentation for a time generally equal to the term of the underlying software license. The vendor is generally required to make periodic deposits of updated, enhanced, and modified editions of the source code, or other variants of the licensed software, While providing an archival storage place for source code, the escrow also provides protection for the vendor’s trade secrets. The escrow agent is prohibited from divulging the trade secrets of the source code “until it receives notice of an event requiring release, or until it returns the source code to the vendor upon the termination of the escrow. In order to obtain the source code, a licensee must notify the escrow agent and the vendor that an event requiring the release of the source code has taken place. Such an event might be the inability or refusal of the vendor to maintain or update the software, or the insolvency of the vendor. When an escrow agent receives such notice, “the agent is required to notify the vendor that it will release the source code to the licensee unless the vendor objects in writing within a specified period of time. If the vendor objects, “the escrow agent is directed to hold the source code until ordered to release it by a court or by the vendor. However, if the vendor does not object, “the escrow agent is required to release a copy of the source code to the requesting licensee, retaining a copy for itself. Once the source code is released to a licensee, generally, the escrow agreement provides the licensee with the “rights and obligations respecting the source code similar to those which apply to the object code. These rights include the licensee’s right to “use the source code to maintain licensed programs, subject to the obligations not to disclose the source code to third persons and to return or destroy the source code upon the termination of the license. To avoid possible lengthy and expensive litigation, the escrow agreement should be meticulously drafted to effectively notify the parties when a release event occurs.
For more information regarding source cod escrows mail us at info@escrowtech.in
Friday, December 09, 2005
Software Escrow - As Collateral for investment sought
A software and Technology Escrow has several advantages and one of them is:
The Source code of the Escrowed material could be used as collateral in the scenario wherein a software vendor approaches a venture capitalist for capital to further develop his business.
The venture capitlist confidennce in the company increases, in that he has a right over the intellectual property of the company in case the company winds up. This will not be the core collateral or fulcrum on which the decision is taken but it could provide a very vital advantage, after all the future devlopments of software is being done with the money pumped in by the venture capitalist.
This is just one such unique situation, look out for others in future.
May i remind you that, should you need a software escrow or any information on a software escrow, kindly log onto www.escrowtech.in or mail us at info@escrowtech.in
The Source code of the Escrowed material could be used as collateral in the scenario wherein a software vendor approaches a venture capitalist for capital to further develop his business.
The venture capitlist confidennce in the company increases, in that he has a right over the intellectual property of the company in case the company winds up. This will not be the core collateral or fulcrum on which the decision is taken but it could provide a very vital advantage, after all the future devlopments of software is being done with the money pumped in by the venture capitalist.
This is just one such unique situation, look out for others in future.
May i remind you that, should you need a software escrow or any information on a software escrow, kindly log onto www.escrowtech.in or mail us at info@escrowtech.in
Software Escrow - The General Guide Lines
While the basic outline of a software escrow may sound simple, it turns out that these are relatively complex deals. While many of the companies that handle escrows have model agreements on the Web, which make for a good starting point and certainly an improvement on reinventing the wheel, the key word is model agreement.
Every deal is different. As many of these as I've done, I've never had two deals that used the same escrow agreement. There are traps for the unwary and inexperienced throughout the process. Many issues will be the subject of often intense negotiation. As you delve into this area, you'll find that many areas of the law are implicated including bankruptcy and intellectual property law. Do it wrong and a bankruptcy court may prevent the release from escrow although you have an agreement that would appear to require it. Mess up on the intellectual property side and you may find out that you don't have the license you need to do what you thought you could with the source code once you have it.
Here are three quick tips on doing this right.
Make sure that your agreement requires them to promptly deposit revised source code once they release a new version. It won't be pretty if you get the source code for version 1.0 when you're using version 4.1. You have to ensure that somebody in your organization is responsible for monitoring these future deposits.
The second thing you need to do is verify that they've escrowed everything that is supposed to be escrowed and that the CD-ROM or other media is holding what it purports to be holding. I would suggest to you that once you get the source code released from escrow is not the time to find out that the escrowed CD-ROM has a video game, but not your software.
To verify, you'll need to have an agreement with your developer to have a trusted third party work with the source code to confirm that it is what it purports to be and that it's complete. Escrow without verification is a "No Win" situation. The problem with verification is that it can be expensive.
Every deal is different. As many of these as I've done, I've never had two deals that used the same escrow agreement. There are traps for the unwary and inexperienced throughout the process. Many issues will be the subject of often intense negotiation. As you delve into this area, you'll find that many areas of the law are implicated including bankruptcy and intellectual property law. Do it wrong and a bankruptcy court may prevent the release from escrow although you have an agreement that would appear to require it. Mess up on the intellectual property side and you may find out that you don't have the license you need to do what you thought you could with the source code once you have it.
Here are three quick tips on doing this right.
Make sure that your agreement requires them to promptly deposit revised source code once they release a new version. It won't be pretty if you get the source code for version 1.0 when you're using version 4.1. You have to ensure that somebody in your organization is responsible for monitoring these future deposits.
The second thing you need to do is verify that they've escrowed everything that is supposed to be escrowed and that the CD-ROM or other media is holding what it purports to be holding. I would suggest to you that once you get the source code released from escrow is not the time to find out that the escrowed CD-ROM has a video game, but not your software.
To verify, you'll need to have an agreement with your developer to have a trusted third party work with the source code to confirm that it is what it purports to be and that it's complete. Escrow without verification is a "No Win" situation. The problem with verification is that it can be expensive.
Thursday, December 08, 2005
ETI's Editor's Desk
This is a nightmare you wish will end with your waking up. Your company spends a crore or more to license some software. Then the company you paid a crore or more goes bankrupt. Now you have a crore plus worth of orphaned software. I would not like to in the position you are in, if the situation explained above does occur.
"This scenario will not occur….in the case of my company" , the Commonest quote. In today’s business climate we all know how volatile different segments are; especially the software segment. In a very limited space of time companies face the “Prince to Pauper” Syndrome. So why take a risk.
ETI Shrinks the Problem
When you license software, you typically get a license to use what's called the "object code." Object code is the machine-readable code. Not even the best of computer wizards you know can read object code.
Mere humans read and work in "source code." Source code is simply computer code humans can read. If your software developer goes under or refuses to support you, you'll need the source code if you're going to have any hope of hiring your own programmer to fix bugs, develop new features, or make any changes in the computer code you're using.
All’s Well that ends well – Your Solution
Here's the rub. You want to have the source code in case you need it. Your developer doesn't want to give it to you because they consider it their ultimate trade secret. The problem is that from their perspective they're right. Developers never want to give you the source code because it's their lifeblood. It's the secret sauce that prevents you from easily stealing their intellectual property.
It's looking like a stalemate, but it doesn't have to be. The compromise is a source code escrow. The typical setup will have the developer deposit the source code in escrow with a trusted third party. The escrow agreement requires that the escrow agent not release the source code to you unless certain release conditions are met. These conditions will typically be things like the developer's bankruptcy or failure to support you as required by your agreement.
This is the basic solution, but to know more about escrows log onto www.escrowtech.in or mail us at info@escrowtech.in
"This scenario will not occur….in the case of my company" , the Commonest quote. In today’s business climate we all know how volatile different segments are; especially the software segment. In a very limited space of time companies face the “Prince to Pauper” Syndrome. So why take a risk.
ETI Shrinks the Problem
When you license software, you typically get a license to use what's called the "object code." Object code is the machine-readable code. Not even the best of computer wizards you know can read object code.
Mere humans read and work in "source code." Source code is simply computer code humans can read. If your software developer goes under or refuses to support you, you'll need the source code if you're going to have any hope of hiring your own programmer to fix bugs, develop new features, or make any changes in the computer code you're using.
All’s Well that ends well – Your Solution
Here's the rub. You want to have the source code in case you need it. Your developer doesn't want to give it to you because they consider it their ultimate trade secret. The problem is that from their perspective they're right. Developers never want to give you the source code because it's their lifeblood. It's the secret sauce that prevents you from easily stealing their intellectual property.
It's looking like a stalemate, but it doesn't have to be. The compromise is a source code escrow. The typical setup will have the developer deposit the source code in escrow with a trusted third party. The escrow agreement requires that the escrow agent not release the source code to you unless certain release conditions are met. These conditions will typically be things like the developer's bankruptcy or failure to support you as required by your agreement.
This is the basic solution, but to know more about escrows log onto www.escrowtech.in or mail us at info@escrowtech.in
Wednesday, December 07, 2005
Software Escrow - Stay Ahead
As an independent, neutral escrow agent, EscrowTech India provides escrow management services and the best physical protection of the source code at our state-of-the-art, maximum-security storage facilities. Our escrow agreement is simple, straightforward and easy to understand, significantly reducing your legal expenses. The source code is only released to licensed users under specific terms of the agreement.
Source code escrow offers more than just security and protection. A source code escrow enhances your product with many value-added benefits, all of which have the potential to translate into profits for your software business.
A source code escrow provides a cost-effective solution to your customer's basic concern: How will the software be supported if you go out of business? By escrowing the source code in advance, you can anticipate and answer a licensee's need for long-term software support and maintenance. Source code escrow will give you the edge on your competition by winning the trust and confidence of the customer.
Source code escrow offers more than just security and protection. A source code escrow enhances your product with many value-added benefits, all of which have the potential to translate into profits for your software business.
A source code escrow provides a cost-effective solution to your customer's basic concern: How will the software be supported if you go out of business? By escrowing the source code in advance, you can anticipate and answer a licensee's need for long-term software support and maintenance. Source code escrow will give you the edge on your competition by winning the trust and confidence of the customer.
THe Benefits of a software Escrow - ETI
How Source Code Escrow Benefits the Developer
• Establishes clear ownership
• Demonstrates efforts to protect the trade secrets that make your intellectual property valuable (You must take steps to guard your trade secrets before a court will consider them your confidential property.)
• Protects against fraudulent claims by employees or competitors
• Helps increase sales by providing a cost-effective solution to your customers' need for assurance of program maintenance
• Can be used as collateral for financing from banks or investors
How Source Code Escrow Benefits the User
• Protects your investment in technology
• Ensures the transfer of proprietary information to you should the developer declare bankruptcy
• The source code will remain updated and intact
• Ensures long-term maintenance of licensed software
• Easy to enroll as a licensee
• Establishes clear ownership
• Demonstrates efforts to protect the trade secrets that make your intellectual property valuable (You must take steps to guard your trade secrets before a court will consider them your confidential property.)
• Protects against fraudulent claims by employees or competitors
• Helps increase sales by providing a cost-effective solution to your customers' need for assurance of program maintenance
• Can be used as collateral for financing from banks or investors
How Source Code Escrow Benefits the User
• Protects your investment in technology
• Ensures the transfer of proprietary information to you should the developer declare bankruptcy
• The source code will remain updated and intact
• Ensures long-term maintenance of licensed software
• Easy to enroll as a licensee
Monday, December 05, 2005
Escrowless – The Risk
It is amazing how in our day to day lives for our problems, we have solutions at hand, yet prefer to take a risk.
There have been several cases in the west wherein companies have suffered huge loses due to the non existence of an escrow. Do you want your company to be the first company that suffers losses due to the non existence of an escrow and let others learn from your example?
Be proactive, be safe, and be secure. Call us, mail us or log onto our website for further information about Software & Technology escrows. Give us an opportunity to provide you with all the information you ever need and you will see and know the benefit an escrow brings with it.
A company which licenses software, especially customized software must have an escrow arrangement in place. EscrowTech India provides you and your organization with a unique opportunity to have a software escrow in India.
The advantages to your organization both as a software vendor and a software licensee are multifold.
We at EscrowTech India are a joint venture with EscrowTech International Inc. USA; one of the worlds most trusted and patronized escrow agents. With the Indian software Industry reaching new heights, and the number of software licensees ever increasing in India, EscrowTech India is focused on proving professional software and technology escrow solutions to the Indian industry.
There have been several cases in the west wherein companies have suffered huge loses due to the non existence of an escrow. Do you want your company to be the first company that suffers losses due to the non existence of an escrow and let others learn from your example?
Be proactive, be safe, and be secure. Call us, mail us or log onto our website for further information about Software & Technology escrows. Give us an opportunity to provide you with all the information you ever need and you will see and know the benefit an escrow brings with it.
A company which licenses software, especially customized software must have an escrow arrangement in place. EscrowTech India provides you and your organization with a unique opportunity to have a software escrow in India.
The advantages to your organization both as a software vendor and a software licensee are multifold.
We at EscrowTech India are a joint venture with EscrowTech International Inc. USA; one of the worlds most trusted and patronized escrow agents. With the Indian software Industry reaching new heights, and the number of software licensees ever increasing in India, EscrowTech India is focused on proving professional software and technology escrow solutions to the Indian industry.
Friday, December 02, 2005
Software & Technology Escrow– News letter
Definitions of an escrow:
“Escrow is a legal arrangement whereby a thing (often money, but sometimes other property such as art, a deed of title, or software source code) is delivered to a third party (called an escrow agent) to be held in trust and safe custody, pending a contingency or the fulfillment of a condition or conditions in a contract. Upon that event occurring, the escrow agent will deliver the thing to the proper recipient; otherwise the escrow agent is bound by her or his fiduciary duty to maintain the escrow account.”
“A written agreement between two or more parties providing that certain instruments or property be placed with a third party in safe custody to be delivered to a designated person upon the fulfillment or performance of some act or condition.”
Software / Source Code Escrow:
These are two definitions of an escrow and the same applies to Software & Technology Escrows. In case of software escrows the source code is the subject matter otherwise called the “Escrow Property” or “Deposit Materials” to be escrowed. The subject matter is the source code, the only variant being the terminology used by different escrow agents.
Technology Escrow:
Technology escrow functions similar to software escrow except that subject matter to be deposited in an escrow could be Technological drawings, formulas etc. Companies could use a technology escrow for anything from Heart Valve Prototypes to Chemical Reactor Drawings.
Escrows are popular and very widely used by licensees in the west especially in USA, U.K and Europe. In India the concept of escrows is yet to sink in, one crucial reason was the absence of an escrow service provider, however even that void has been filled with the emergence of EscrowTech India.
EscrowTech India is an Indo-US joint venture company with EscrowTech International Inc. USA, one of the world’s most trusted software escrow agents.
For information on software & technology escrows log onto www.escrowtech.in or mail info@escrowtech.in
“Escrow is a legal arrangement whereby a thing (often money, but sometimes other property such as art, a deed of title, or software source code) is delivered to a third party (called an escrow agent) to be held in trust and safe custody, pending a contingency or the fulfillment of a condition or conditions in a contract. Upon that event occurring, the escrow agent will deliver the thing to the proper recipient; otherwise the escrow agent is bound by her or his fiduciary duty to maintain the escrow account.”
“A written agreement between two or more parties providing that certain instruments or property be placed with a third party in safe custody to be delivered to a designated person upon the fulfillment or performance of some act or condition.”
Software / Source Code Escrow:
These are two definitions of an escrow and the same applies to Software & Technology Escrows. In case of software escrows the source code is the subject matter otherwise called the “Escrow Property” or “Deposit Materials” to be escrowed. The subject matter is the source code, the only variant being the terminology used by different escrow agents.
Technology Escrow:
Technology escrow functions similar to software escrow except that subject matter to be deposited in an escrow could be Technological drawings, formulas etc. Companies could use a technology escrow for anything from Heart Valve Prototypes to Chemical Reactor Drawings.
Escrows are popular and very widely used by licensees in the west especially in USA, U.K and Europe. In India the concept of escrows is yet to sink in, one crucial reason was the absence of an escrow service provider, however even that void has been filled with the emergence of EscrowTech India.
EscrowTech India is an Indo-US joint venture company with EscrowTech International Inc. USA, one of the world’s most trusted software escrow agents.
For information on software & technology escrows log onto www.escrowtech.in or mail info@escrowtech.in
Wednesday, November 30, 2005
Software Escrows - An Attorneys perspective
As Attorneys who draft agreements, contracts between business houses on a very regular basis in the current economic environment, all necessary care and attention is paid to the minutest of details in every agreement / contract. A software license agreement is one such contract wherein software is licensed and the licensor and a licensee are parties to the contract. The nature of the software license agreement is different from other agreements.
The fact of the truth is that all agreements drafted today have their deficiencies, and these shortcomings come to light only when a party to the contract breaches it and there are legal implications to it. In the case of the software license agreement, a software product is licensed to the licensee, but the licensee does not own the product and still has to depend on the licensor for future, maintenance, development, and enhancement of the said software. With this in mind to give such licensees a time bound solution to their problems, Software Source Code Escrow was born.
A Software Source Code Escrow is a case wherein a neutral third party holds in physical possession, protects and secures the source code for the benefit of the licensee in case of a future contingency. A software agreement until the emergence of software escrows was biased towards the licensor. Now the scales are in balance with the coming of software escrows. It has been proved over the years that software escrow is realistically operative and provides a watertight solution in case of a future contingency.
As attorneys to a software licensee agreement on either side, software escrows should be a pertinent part of a software licensee agreement. An Attorney of the licensor would not be to keen on having a software escrow in place. With the escrow concept gaining popularity the globe over one day it may become statutory that a software escrow be drafted parallel to a software license agreement. The software escrow from the point of the licensor increases several fold the confidence of potential clients of the company. It also sends out a very positive message to the market in general. A software escrow from the point of the licensee is very crucial to protect his interests in the agreement.
You need more information about software escrows, log onto our website at www.escrowtech.in or mail us at info@escrowtech.in and we will provide you with all the information you ever need.
The fact of the truth is that all agreements drafted today have their deficiencies, and these shortcomings come to light only when a party to the contract breaches it and there are legal implications to it. In the case of the software license agreement, a software product is licensed to the licensee, but the licensee does not own the product and still has to depend on the licensor for future, maintenance, development, and enhancement of the said software. With this in mind to give such licensees a time bound solution to their problems, Software Source Code Escrow was born.
A Software Source Code Escrow is a case wherein a neutral third party holds in physical possession, protects and secures the source code for the benefit of the licensee in case of a future contingency. A software agreement until the emergence of software escrows was biased towards the licensor. Now the scales are in balance with the coming of software escrows. It has been proved over the years that software escrow is realistically operative and provides a watertight solution in case of a future contingency.
As attorneys to a software licensee agreement on either side, software escrows should be a pertinent part of a software licensee agreement. An Attorney of the licensor would not be to keen on having a software escrow in place. With the escrow concept gaining popularity the globe over one day it may become statutory that a software escrow be drafted parallel to a software license agreement. The software escrow from the point of the licensor increases several fold the confidence of potential clients of the company. It also sends out a very positive message to the market in general. A software escrow from the point of the licensee is very crucial to protect his interests in the agreement.
You need more information about software escrows, log onto our website at www.escrowtech.in or mail us at info@escrowtech.in and we will provide you with all the information you ever need.
Tuesday, November 29, 2005
Software Escrow - It Protects you
You are the licensee to a Software license agreement; your rights can be protected by the use of a software Escrow agreement.
In most cases software licensees feel that an escrow initiated is undue overheads, they also occasionally mention that the escrow established did not serve the purpose as no contingent event occurred during the lifetime of the software licensed.
The primary factor which plays a large role in determining the smooth license agreement relationship is the existence of a software escrow. If the license agreement has been strictly adhered and no contingent event occurred, one factor influencing this could be the software escrow.
Software escrows are widely used in the west and have benefited many an organization. The practice and importance of a software escrow is realized and acknowledged the world over.
It is interesting that the total cost of the escrow, accounts for less than 5 % of the total cost the software invested in. The value of escrows have been appreciated the world over, its about time you did.
In most cases software licensees feel that an escrow initiated is undue overheads, they also occasionally mention that the escrow established did not serve the purpose as no contingent event occurred during the lifetime of the software licensed.
The primary factor which plays a large role in determining the smooth license agreement relationship is the existence of a software escrow. If the license agreement has been strictly adhered and no contingent event occurred, one factor influencing this could be the software escrow.
Software escrows are widely used in the west and have benefited many an organization. The practice and importance of a software escrow is realized and acknowledged the world over.
It is interesting that the total cost of the escrow, accounts for less than 5 % of the total cost the software invested in. The value of escrows have been appreciated the world over, its about time you did.
Monday, November 21, 2005
EscrowTech to Partner ReadyTestGO
EscrowTech India has signed a two-year software testing agreement with ReadyTestGo to offer Technical Verification services for the escrowed materials in India.
Monday, October 31, 2005
......Technology Escrow....... (Techscrow)
The Technology invented, derived by the company in the course of its business can be deposited into a Technology escrow to be secured. Technology escrows can be anything, such as drawings, data, proprietary information which is invaluable to the company.
As individuals we secure property, lives and anything else considered valuable to us, why should a company’s case be different. The cost of setting up a Technology escrow or an archive with an escrow agent is negligible compared to the estimated business loss in case of the occurrence of an unpleasant event in the future.
for more information on all kinds of escrows, please feel free to contact us at info@escrowtech.in or visit our website www.escrowtech.in
As individuals we secure property, lives and anything else considered valuable to us, why should a company’s case be different. The cost of setting up a Technology escrow or an archive with an escrow agent is negligible compared to the estimated business loss in case of the occurrence of an unpleasant event in the future.
for more information on all kinds of escrows, please feel free to contact us at info@escrowtech.in or visit our website www.escrowtech.in
Saturday, October 15, 2005
... EscrowTech India ......
EscrowTech India
We are India's first Software & Technology Escrow Company with the core business objective of providing the Indian IT industry and the entrepreneurs with a service and facility for world class escrows.
To those of you familiar with Software & Technology Escrow Services the name EscrowTech might sound familiar …….EscrowTech India is a joint venture company set up in unison with EscrowTech International Inc. USA. EscrowTech, USA is one of the top escrow company’s in the world with many fortune 500 companies as their clients.
Software & Technology Escrows and the importance of escrow are yet to be fully understood in India. Escrow explained very briefly is insurance for a software licensee, a venture capitalist or any other individual. The basic function of an escrow is to provide as a back up in case of any contingency.
For a software product company the escrow increases the confidence of the potential client in the company, it can also be used as a marketing tool or a USP in the company's marketing campaign. Many licensees of software from overseas in recent times insist on a software escrow as one of the primary conditions as part of the software license agreement. A software product company with an escrow already in place will surely have a distinct edge or advantage over competitors.
The concept of escrows has yet to make an impact in India. Like any other new concept, especially in India, it takes time to materialize and gain acceptance. As time passes we are sure that the business houses in India will recognize and realize the importance of escrows.
To access any information on Software & Technology Escrows and its functioning, need or importance log onto www.escrowtech.in or contact us at info@escrowtech.in and we will ever willing to provide you with all the information regarding escrows.
We are India's first Software & Technology Escrow Company with the core business objective of providing the Indian IT industry and the entrepreneurs with a service and facility for world class escrows.
To those of you familiar with Software & Technology Escrow Services the name EscrowTech might sound familiar …….EscrowTech India is a joint venture company set up in unison with EscrowTech International Inc. USA. EscrowTech, USA is one of the top escrow company’s in the world with many fortune 500 companies as their clients.
Software & Technology Escrows and the importance of escrow are yet to be fully understood in India. Escrow explained very briefly is insurance for a software licensee, a venture capitalist or any other individual. The basic function of an escrow is to provide as a back up in case of any contingency.
For a software product company the escrow increases the confidence of the potential client in the company, it can also be used as a marketing tool or a USP in the company's marketing campaign. Many licensees of software from overseas in recent times insist on a software escrow as one of the primary conditions as part of the software license agreement. A software product company with an escrow already in place will surely have a distinct edge or advantage over competitors.
The concept of escrows has yet to make an impact in India. Like any other new concept, especially in India, it takes time to materialize and gain acceptance. As time passes we are sure that the business houses in India will recognize and realize the importance of escrows.
To access any information on Software & Technology Escrows and its functioning, need or importance log onto www.escrowtech.in or contact us at info@escrowtech.in and we will ever willing to provide you with all the information regarding escrows.
Wednesday, October 12, 2005
..Types of Escrows ....EscrowTech India
The previous articles focused on the importance of escrow and the use of the same.
Let us now take a look at the different types of escrow accounts:
SINGLE BENEFICIARY ESCROW ACCOUNT:
This type of escrow account is used when the licensor escrows one product for a particular beneficiary (Single Beneficiary). This account is usually initiated by the licensor on the insistence of the licensee.
MULTIPLE BENEFICIARY ESCROW ACCOUNT
This type of Escrow account is set-up or initiated by the licensor to escrow a number of software products with a provision to cater to multiple beneficiaries for each of the product escrowed. Under this head there are several variations and different types of multiple beneficiary accounts which cater to the varying requirements of a software licensor.
There are several other escrow accounts which met the diversified requirements they are:
IP Audit Trail
IP Archives
IP Collateral and Investment Protection
Given above is a brief account of the various types of escrow, if ever you need more information in this regard mail us at info@escrowtech.in and accquire all the information you require about escrows. We will also provide free consultation and advise about Software & Technology escrows, the importance, the uses and the appropriate escrow account for your requirement, free of cost. Remember, by contacting us you could know all you need to about the world of Software & Technology escrows and you are not committing to anything at all.
In the next article read about the Technical Verification of escrowed materials ...............
Let us now take a look at the different types of escrow accounts:
SINGLE BENEFICIARY ESCROW ACCOUNT:
This type of escrow account is used when the licensor escrows one product for a particular beneficiary (Single Beneficiary). This account is usually initiated by the licensor on the insistence of the licensee.
MULTIPLE BENEFICIARY ESCROW ACCOUNT
This type of Escrow account is set-up or initiated by the licensor to escrow a number of software products with a provision to cater to multiple beneficiaries for each of the product escrowed. Under this head there are several variations and different types of multiple beneficiary accounts which cater to the varying requirements of a software licensor.
There are several other escrow accounts which met the diversified requirements they are:
IP Audit Trail
IP Archives
IP Collateral and Investment Protection
Given above is a brief account of the various types of escrow, if ever you need more information in this regard mail us at info@escrowtech.in and accquire all the information you require about escrows. We will also provide free consultation and advise about Software & Technology escrows, the importance, the uses and the appropriate escrow account for your requirement, free of cost. Remember, by contacting us you could know all you need to about the world of Software & Technology escrows and you are not committing to anything at all.
In the next article read about the Technical Verification of escrowed materials ...............
Monday, October 10, 2005
....The Myths....Doubts....... About Escrow.....
Escrows in the 'real world' do not work ...........
Escrows are for real and function perfectly in the 'real world' scenario.
How can I trust a third party .............
We trust Banks (both Private and Public) why not an escrow agent ......and especially one like EscrowTech India, with the experience, expertise and professionalism that has made it one of the most sucessful and trusted escrow company's in the world.
Banks Provide Escrows .....................
An escrow with a bank is possible and realistically a bit more economical........The greatest myth of all .....
" Jack of all trades, master of none" Does this quote ring a bell. A few banks do provide this facility, but banks do not and cannot provide comprehensive escrow solutions, believe me. There will ever be a dearth in experience, expertize and professionalism which is required in plenty to maintain an escrow and provide the kind of service an escrow account demands over a period of time.The crux of an escrow agent's business is escrows so the commitment, dedication and effort required in this niche service industry can be expected from an escrow agent. In short escrow agents are specialists. When you are dealing with something as important as the source code it would only be appropriate to trust a company whose core business is Software & Technology escrow services.
Why do we prefer supermarkets, departmental stores, etc. for the one sole reason that all our needs are met under one roof. The same applies when you choose an escrow agent. The security of the source code, the legal implications with regard to the escrow and all the several other permutations and combinations of complexities which may arise during the course of maintaining the escrow are handled by the escrow agent in a very proficient manner.
For more information on anything and everything about Escrows log on to www.escrowtech.in or mail us at info@escrowtech.in ...............Escrow with us and be sure and secure ....... at EscrowTech India we make it our business to mind and take great care of our clients business.
Escrows are for real and function perfectly in the 'real world' scenario.
How can I trust a third party .............
We trust Banks (both Private and Public) why not an escrow agent ......and especially one like EscrowTech India, with the experience, expertise and professionalism that has made it one of the most sucessful and trusted escrow company's in the world.
Banks Provide Escrows .....................
An escrow with a bank is possible and realistically a bit more economical........The greatest myth of all .....
" Jack of all trades, master of none" Does this quote ring a bell. A few banks do provide this facility, but banks do not and cannot provide comprehensive escrow solutions, believe me. There will ever be a dearth in experience, expertize and professionalism which is required in plenty to maintain an escrow and provide the kind of service an escrow account demands over a period of time.The crux of an escrow agent's business is escrows so the commitment, dedication and effort required in this niche service industry can be expected from an escrow agent. In short escrow agents are specialists. When you are dealing with something as important as the source code it would only be appropriate to trust a company whose core business is Software & Technology escrow services.
Why do we prefer supermarkets, departmental stores, etc. for the one sole reason that all our needs are met under one roof. The same applies when you choose an escrow agent. The security of the source code, the legal implications with regard to the escrow and all the several other permutations and combinations of complexities which may arise during the course of maintaining the escrow are handled by the escrow agent in a very proficient manner.
For more information on anything and everything about Escrows log on to www.escrowtech.in or mail us at info@escrowtech.in ...............Escrow with us and be sure and secure ....... at EscrowTech India we make it our business to mind and take great care of our clients business.
....Software Escrows ..Venture Capitalists...
A software Escrow is the perfect solution for a Venture Capitalist seeking to secure, insure and protect his investment in a company.
The Venture Capitalist funds or invests in a company, but other than the physical assets of the company procured as a result of the investment made by him.....he does not have any other hold over the company. By opening an escrow account with an Escrow Agent he can secure the intellectual property of the company and have access to the same in case of a future contingency.
The concept put in a nutshell means...... that the Venture Capitalist will have access to all the technology and other inventions of the company developed by the company over a period of time ....which are the fruits of his investment..... a Venture Capitalist without a Software & Technology Escrow will leave himself and his investment very vulnerable to all soughts of risks.
The use of the concept of escrows for securing the rights and interests of a Venture Capitalist is a very common practice in the west( The USA, U.K, Europe), now a unique opporturnity presents itself in India, EscrowTech India. The expertise of one of the leading escrow service providers in the world, but customized to suit the Indian business climate.
For more information about the Software & Technology Escrow service offerings of EscrowTech India log onto www.escrowtech.in ...or...else if you need free advice, consultation in this regard .....mail us at info@escrowtech.in and we will provide you with a customized solution for your every need.
The Venture Capitalist funds or invests in a company, but other than the physical assets of the company procured as a result of the investment made by him.....he does not have any other hold over the company. By opening an escrow account with an Escrow Agent he can secure the intellectual property of the company and have access to the same in case of a future contingency.
The concept put in a nutshell means...... that the Venture Capitalist will have access to all the technology and other inventions of the company developed by the company over a period of time ....which are the fruits of his investment..... a Venture Capitalist without a Software & Technology Escrow will leave himself and his investment very vulnerable to all soughts of risks.
The use of the concept of escrows for securing the rights and interests of a Venture Capitalist is a very common practice in the west( The USA, U.K, Europe), now a unique opporturnity presents itself in India, EscrowTech India. The expertise of one of the leading escrow service providers in the world, but customized to suit the Indian business climate.
For more information about the Software & Technology Escrow service offerings of EscrowTech India log onto www.escrowtech.in ...or...else if you need free advice, consultation in this regard .....mail us at info@escrowtech.in and we will provide you with a customized solution for your every need.
Friday, October 07, 2005
..Protect your Rights.....Use Escrow
What is all the hue and cry about?
A friend of mine who was an attorney once told me that software escrow was just an additional overhead to the cost of the software product ..... I gave him a wry smile...he asked me why...i said "Ignore this overhead and your client will have troubles way over his head in future".
An escrow is crucial to maintain business continuity and smooth progress for the licensee. when I pen articles in this blog people are under the impression that this is a marketing tool, but believe me all i ever strive to achieve is tell you about the importance of software & Technology Escrows. The purposes escrows serve are amazing, they are multifaceted.
Secure your rights in a Software or Technology licensee agreement.........just escrow with anyone of the several escrow agencies......and eventuality you will escrow with us.. thats the kind of service we provide at EscrowTech India. The client list of EscrowTech will provide you with a fair idea of the kind of trust EscrowTech brings with it.
As always let me conclude informing you that if you ever want to know more .....mail me at info@escrowtech.in or log onto www.escrowtech.in...... for all the information you ever need on escrows and EscrowTech India.
A friend of mine who was an attorney once told me that software escrow was just an additional overhead to the cost of the software product ..... I gave him a wry smile...he asked me why...i said "Ignore this overhead and your client will have troubles way over his head in future".
An escrow is crucial to maintain business continuity and smooth progress for the licensee. when I pen articles in this blog people are under the impression that this is a marketing tool, but believe me all i ever strive to achieve is tell you about the importance of software & Technology Escrows. The purposes escrows serve are amazing, they are multifaceted.
Secure your rights in a Software or Technology licensee agreement.........just escrow with anyone of the several escrow agencies......and eventuality you will escrow with us.. thats the kind of service we provide at EscrowTech India. The client list of EscrowTech will provide you with a fair idea of the kind of trust EscrowTech brings with it.
As always let me conclude informing you that if you ever want to know more .....mail me at info@escrowtech.in or log onto www.escrowtech.in...... for all the information you ever need on escrows and EscrowTech India.
Thursday, September 29, 2005
...Software & Technology Escrow's ....who uses it
Software and Technology Escrow Services can be used a company for different and varying reasons, which may be:
As a Licensor - (Software Company) to secure the source code - this will increase considerably the confidence of the market in your company. This also conveys a very positive message to potential clients - It can also be used as a USP in the company's promotional campaigns.
As a Licensee - The existence of a software and Technology escrow is a very crutial aspect to the licensee in case of a software agreement or in any other scenario wherein Technology is licensed to ensure uninterrupted flow of business operations.
As a Venture Capitalist - As a venture capitalist the primary objective is to ensure that the investment made by your company is completely and comprehensively protected - The use of an escrow to secure and protect the technology you have invested your capital into protects your investment to the maximum possible extent.
As a Software Developer or a Manafacturing Company - you can create a trail of the different stages of a software development or technological invention process over a period of time and place them in an escrow(IP Audit Trail), to secure and safegaurd it, as well as for the purpose of providing proof of invention in wake of a contingency.
Any organization or individual - can escrow any subject matter which they feel is important or invaluable to them in an IP Archive, this serves as a perinnial back -up for the subject matter.
EcsrowTech India provides professional and practical Software & Technology escrow solutions for every pertinent need.
So if you have an escrow need, contact EscrowTech India and we will provide you with a watertight solution. If you need more information or have any clarification in general relating to Software & Technology Escrow's mail us at info@escrowtech.in or log on to our website www.escrowtech.in
As a Licensor - (Software Company) to secure the source code - this will increase considerably the confidence of the market in your company. This also conveys a very positive message to potential clients - It can also be used as a USP in the company's promotional campaigns.
As a Licensee - The existence of a software and Technology escrow is a very crutial aspect to the licensee in case of a software agreement or in any other scenario wherein Technology is licensed to ensure uninterrupted flow of business operations.
As a Venture Capitalist - As a venture capitalist the primary objective is to ensure that the investment made by your company is completely and comprehensively protected - The use of an escrow to secure and protect the technology you have invested your capital into protects your investment to the maximum possible extent.
As a Software Developer or a Manafacturing Company - you can create a trail of the different stages of a software development or technological invention process over a period of time and place them in an escrow(IP Audit Trail), to secure and safegaurd it, as well as for the purpose of providing proof of invention in wake of a contingency.
Any organization or individual - can escrow any subject matter which they feel is important or invaluable to them in an IP Archive, this serves as a perinnial back -up for the subject matter.
EcsrowTech India provides professional and practical Software & Technology escrow solutions for every pertinent need.
So if you have an escrow need, contact EscrowTech India and we will provide you with a watertight solution. If you need more information or have any clarification in general relating to Software & Technology Escrow's mail us at info@escrowtech.in or log on to our website www.escrowtech.in
Tuesday, September 27, 2005
EscrowTech India - The Pro's
An Escrow with EscrowTech India - Envisage the benefits:
The source code will not leave the Indian shores - are we not always comfortable with the goegraphical proximity of anything that is valuable to us.
The Escrow agreement will be governed by the laws of the Republic of India, laws which your company's legal faternity are familiar and comfortable with.
In case of a future dispute the legal battle will be fought in India, down sizing to a great extent the cost considerably, when compared to the cost of waging a legal battle abroad.
The commercials of most of international escrow service providers are atleast 20 to 25 percent higher when compared to that of EscrowTech India. The technical verification services of EscrowTech India are almost 60 percent cost effective
when compared to the similar services provided by foreign escrow agents.
The liability one may foresee is that Escrowtech India is a new company, how can you trust us?........a very valid question.
EscrowTech India is an Indo-US joint venture with EscrowTech International Inc. USA, the latter being one of the primier Software & Technology escrow service providers in the world today, with more than a decade of experience in the field. EscrowTech is respected and trusted the worldover by many fortune 500 companies for its trustworthy escrow services....reason enough to feel secure when you escrow with EscrowTech India.
EscrowTech India provides safe,secure,professional and practical escrow solutions which portrays itself as a unique proposition to the Indian IT industry.
The source code will not leave the Indian shores - are we not always comfortable with the goegraphical proximity of anything that is valuable to us.
The Escrow agreement will be governed by the laws of the Republic of India, laws which your company's legal faternity are familiar and comfortable with.
In case of a future dispute the legal battle will be fought in India, down sizing to a great extent the cost considerably, when compared to the cost of waging a legal battle abroad.
The commercials of most of international escrow service providers are atleast 20 to 25 percent higher when compared to that of EscrowTech India. The technical verification services of EscrowTech India are almost 60 percent cost effective
when compared to the similar services provided by foreign escrow agents.
The liability one may foresee is that Escrowtech India is a new company, how can you trust us?........a very valid question.
EscrowTech India is an Indo-US joint venture with EscrowTech International Inc. USA, the latter being one of the primier Software & Technology escrow service providers in the world today, with more than a decade of experience in the field. EscrowTech is respected and trusted the worldover by many fortune 500 companies for its trustworthy escrow services....reason enough to feel secure when you escrow with EscrowTech India.
EscrowTech India provides safe,secure,professional and practical escrow solutions which portrays itself as a unique proposition to the Indian IT industry.
An Escrow ...elsewhere.? ..ETI - The Right Choice...
With the Information Technology industry developing at a very rapid pace, the number of companies who patronize IT services and products have grow to astronomical propotions. It is in such a scenario that Software & Technology Escrow agent plays a crutial role of a trusted, reliable and neutral third party between the software product company and the licensee.
The escrow service industry was unchartered and unexplored from the Indian point of view and many of the Indian companies used escrow service providers in the west, Primarily in UK and US or in Europe. This situation was detrimental to the companies using escrow services abroad from several perspectives, a few of which are mentioned below:
1)The jurisdiction which governs the escrow agrement are normally where the escrow service provider is located( UK,the USA or Europe).
2) In the event of a dispute arising in future, the cost of waging a legal battle on foreign soil would be abnormally high.
3) In rare cases were physical inspection of the source code being necessary,the cost and time consumed in this procedure would be very high.
4) The cost of using an escrow service provider abroad will not only prove to be very expensive but will continue to do so for all the other services offered along with the basic escrow service.
The bitter truth is that Indian companies who use or wish to use an escrow service provider abroad are compromising on several fronts when entering into an escrow agreement.
We at EscrowTech India provide you with varied options, and watertight solutions for all your escrow needs. In our next article we will see as to what EscrowTech India has to offer, and discuss the Pros of an escrow with EscrowTech India.
The escrow service industry was unchartered and unexplored from the Indian point of view and many of the Indian companies used escrow service providers in the west, Primarily in UK and US or in Europe. This situation was detrimental to the companies using escrow services abroad from several perspectives, a few of which are mentioned below:
1)The jurisdiction which governs the escrow agrement are normally where the escrow service provider is located( UK,the USA or Europe).
2) In the event of a dispute arising in future, the cost of waging a legal battle on foreign soil would be abnormally high.
3) In rare cases were physical inspection of the source code being necessary,the cost and time consumed in this procedure would be very high.
4) The cost of using an escrow service provider abroad will not only prove to be very expensive but will continue to do so for all the other services offered along with the basic escrow service.
The bitter truth is that Indian companies who use or wish to use an escrow service provider abroad are compromising on several fronts when entering into an escrow agreement.
We at EscrowTech India provide you with varied options, and watertight solutions for all your escrow needs. In our next article we will see as to what EscrowTech India has to offer, and discuss the Pros of an escrow with EscrowTech India.
Saturday, September 24, 2005
....Know more about us ...EscrowTech India
EcsrowTech India was launched with the primary objective of providing world class escrow services in India.
EscrowTech India is a joint Venture between Global Business Solutions, a consultancy firm and EscrowTech International Inc. USA. EcsrowTech Interantional Inc. USA is based in Salt lake City, Utah and is know the world over for Safe and secure Software and Technology Escrow Services. Many Fortune 500 companies are clients of EscrowTech Inc. USA.
What EscrowTech India Brings with it:
EcsrowTech India Provides professional escrow solutions for every escrow need. EscrowTech India also has several other related services which provide not only end to end escrow solutions but also practical and logical solutions which safegaurd and secure Trade and business secrets etc.
To access all the information you need about EcsrowTech India log on to our web site www.escrowtech.in or contact us at info@escrowtech.in
EscrowTech India is a joint Venture between Global Business Solutions, a consultancy firm and EscrowTech International Inc. USA. EcsrowTech Interantional Inc. USA is based in Salt lake City, Utah and is know the world over for Safe and secure Software and Technology Escrow Services. Many Fortune 500 companies are clients of EscrowTech Inc. USA.
What EscrowTech India Brings with it:
EcsrowTech India Provides professional escrow solutions for every escrow need. EscrowTech India also has several other related services which provide not only end to end escrow solutions but also practical and logical solutions which safegaurd and secure Trade and business secrets etc.
To access all the information you need about EcsrowTech India log on to our web site www.escrowtech.in or contact us at info@escrowtech.in
Friday, September 23, 2005
Why should a typical Licensor consider placing source code in Escrow?
Placing source code in Escrow will help market the software and a Licensors' services better. The Licensee will gain confidence in the business and will feel safe. The Licensee will be able to take the source code to any other software designer/ programmers and with this code they will be able to add and amend, fix any issues and essentially have the Licensee up and running in little time, therefore ensuring continuity of business.
Having said that software developers take pride in their ingenious work and invest a great deal in order to design something bespoke for a client and to gain the competitive edge of others in their field/ industry. It is therefore understandable that they will be reluctant to release the source code to a Licensee.
A compromise to this is the Software Escrow Contract.
If you are involved in the development/ licensing or simply use of software or other bespoke technology then you would need the protection afforded by the use of such a contract. A Licensee should evaluate how critical the software, program etc is to his business to put into context the importance of this contract.
Typical clients that would want to utilize this service would include web designers and creative’s, database administrators, software programmers etc. These clients are typically coming up with new ideas and they will want a way in which they can safely deposit and archive their work. Depositing their work with us will assist in the event that there is some copyright or ownership dispute.
Having said that software developers take pride in their ingenious work and invest a great deal in order to design something bespoke for a client and to gain the competitive edge of others in their field/ industry. It is therefore understandable that they will be reluctant to release the source code to a Licensee.
A compromise to this is the Software Escrow Contract.
If you are involved in the development/ licensing or simply use of software or other bespoke technology then you would need the protection afforded by the use of such a contract. A Licensee should evaluate how critical the software, program etc is to his business to put into context the importance of this contract.
Typical clients that would want to utilize this service would include web designers and creative’s, database administrators, software programmers etc. These clients are typically coming up with new ideas and they will want a way in which they can safely deposit and archive their work. Depositing their work with us will assist in the event that there is some copyright or ownership dispute.
Thursday, September 22, 2005
.No ...Software & Technology Escrow.... The Risks
A Company’s licensed customized software may become redundant in the event of …
...The software product company going out of business or filing for bankruptcy….., as a result of which it will not be able to maintain, develop or enhance the software licensed to you.
This will result in another substantial investment of capital to develop the same software.
Technology Company ….. does it need an escrow?
Believe me it does ……the hard fact is that Technology is as vulnerable or risk exposed as software ……………….
For example - Consider this Scenario:
Your company is in the process of developing a technology or software which could in future bring in huge revenue …….. but the development gestation period spans over a considerable length of time ……..in the future how do you protect your company intrests or products from rouge employees?
We at EscrowTech India call this The Insider Scenario:
In short an employee of your company steals the idea of the product, later resigns and stakes claim as the inventor of the Technology, Software. How can you submit proof or evidence that the product was actually your company’s idea which was stolen from you when the person was the employee of your firm…It’s a lose all situation…….The irony is that the ‘Insider’ may sue your company for infringement of what he claims to be his product.
Prevention is better than cure:
We at EscrowTech India provide an IP Audit Trail …in this your company can create a chronological and detailed trail of product development at every stage in the course protecting itself from such violations.
The company can also archive the product development after its completion ….the purpose…..as evidence of development and as a safe data or Technology back – up facility.
This is just one of those situations where a company can lose a great deal because of its negligence.
EscrowTech India will be glad to advise you on any future contingency plan to protect your business interests.
...The software product company going out of business or filing for bankruptcy….., as a result of which it will not be able to maintain, develop or enhance the software licensed to you.
This will result in another substantial investment of capital to develop the same software.
Technology Company ….. does it need an escrow?
Believe me it does ……the hard fact is that Technology is as vulnerable or risk exposed as software ……………….
For example - Consider this Scenario:
Your company is in the process of developing a technology or software which could in future bring in huge revenue …….. but the development gestation period spans over a considerable length of time ……..in the future how do you protect your company intrests or products from rouge employees?
We at EscrowTech India call this The Insider Scenario:
In short an employee of your company steals the idea of the product, later resigns and stakes claim as the inventor of the Technology, Software. How can you submit proof or evidence that the product was actually your company’s idea which was stolen from you when the person was the employee of your firm…It’s a lose all situation…….The irony is that the ‘Insider’ may sue your company for infringement of what he claims to be his product.
Prevention is better than cure:
We at EscrowTech India provide an IP Audit Trail …in this your company can create a chronological and detailed trail of product development at every stage in the course protecting itself from such violations.
The company can also archive the product development after its completion ….the purpose…..as evidence of development and as a safe data or Technology back – up facility.
This is just one of those situations where a company can lose a great deal because of its negligence.
EscrowTech India will be glad to advise you on any future contingency plan to protect your business interests.
Tuesday, September 20, 2005
Software escrows ....Is it Necessary ?
A company, Incorporation,or any other kind of corporate body has to safegaurd its interests with respect to investment in a customized software and several other technological invention or idea during the course of its business, and a software and technology escrow can do just that.
If and when the companies realize the importance of an escrow then we are sure they will view an escrow as one of their primary and statuatory administrative duties.The crux of the issue is that only after having suffered substantial losses because of the absence of an escrow does the company realize its folly. It is the case of having shut the barn door after the horse has bolted.
The attorneys of these company's should advise, instruct and educate the company on the benefits of having an escrow prior to entering into a software license agreement in the event of any contingency in future. After all the cost of maintaining an escrow is very negligible in comparison to the losses it would suffer, in the absence of an escrow.
We at EscrowTech India pride ourselves on having a solution for every escrow need, both software and Technology.
Thinking about a software or Technology escrow ......for free consultation on software & technology escrows contact us .....at info@escrowtech.in .......or for information ...log on to www.escrowtech.in.........
Can my company be affected by the non exsistence of an escrow ?
Good question ....... In our next article and we will let you know how vulnerable your company can be without a Software & Technology escrow......
If and when the companies realize the importance of an escrow then we are sure they will view an escrow as one of their primary and statuatory administrative duties.The crux of the issue is that only after having suffered substantial losses because of the absence of an escrow does the company realize its folly. It is the case of having shut the barn door after the horse has bolted.
The attorneys of these company's should advise, instruct and educate the company on the benefits of having an escrow prior to entering into a software license agreement in the event of any contingency in future. After all the cost of maintaining an escrow is very negligible in comparison to the losses it would suffer, in the absence of an escrow.
We at EscrowTech India pride ourselves on having a solution for every escrow need, both software and Technology.
Thinking about a software or Technology escrow ......for free consultation on software & technology escrows contact us .....at info@escrowtech.in .......or for information ...log on to www.escrowtech.in.........
Can my company be affected by the non exsistence of an escrow ?
Good question ....... In our next article and we will let you know how vulnerable your company can be without a Software & Technology escrow......
Friday, September 16, 2005
Escrow ...and be Secure
Why do we Insure our Life,our houses and almost anything we can?
Yes, to protect us in case of a future Contingency. The only certainity in our lives is the fact that there is uncertainity. Hence, we prepare ourselves and our personal assets for such glorious uncertainties.
In most cases, even the business houses we are employed in,take care to see to it that all precautions are taken to prepare for some unpleasant suprises. Many of the business houses today license software for which they pay astronomical amounts, but the sad part is that neither they nor their attorneys advise them on how they can protect their busines interest in the software licensed if the software product company goes under.
The injustice here is the software company that licensed the software goes under but the licensee has to bear substantial losses for the software product company's business incompetance because without the source code of the software licensed to you, the maintainance, enhancement or development of the software is impossible.
The solution is simple ..... A Software and Technology Escrow ....wherein the source code is kept with an independant neutral third party in case of a future contingency will completely and comprehensively protect your interests as a software licensee.
Is it still not too clear ....would you like to know more ......mail us at info@escrowtech.in and we will be glad to help you. For more information about us log on to www.escrowtech.in
.....Escrow and be Secure.........
Yes, to protect us in case of a future Contingency. The only certainity in our lives is the fact that there is uncertainity. Hence, we prepare ourselves and our personal assets for such glorious uncertainties.
In most cases, even the business houses we are employed in,take care to see to it that all precautions are taken to prepare for some unpleasant suprises. Many of the business houses today license software for which they pay astronomical amounts, but the sad part is that neither they nor their attorneys advise them on how they can protect their busines interest in the software licensed if the software product company goes under.
The injustice here is the software company that licensed the software goes under but the licensee has to bear substantial losses for the software product company's business incompetance because without the source code of the software licensed to you, the maintainance, enhancement or development of the software is impossible.
The solution is simple ..... A Software and Technology Escrow ....wherein the source code is kept with an independant neutral third party in case of a future contingency will completely and comprehensively protect your interests as a software licensee.
Is it still not too clear ....would you like to know more ......mail us at info@escrowtech.in and we will be glad to help you. For more information about us log on to www.escrowtech.in
.....Escrow and be Secure.........
Thursday, September 15, 2005
Are you confused or curious about escrow?
Escrow is a legal arrangement whereby a thing (property such as art, a deed of title,chemical formulas or software source code) is delivered to a third party (called an escrow agent) to be held in trust pending a contingency or the fulfillment of a condition or conditions in a contract. Upon that event occurring, the escrow agent will deliver the thing to the proper recipient, otherwise the escrow agent is bound by her or his fiduciary duty to maintain the escrow account.
Thursday, September 08, 2005
India's First `Software & Technology Escrow' company begins operations
Business Standard reports on the commercial launch of EscrowTech India, India's first and only Software & Technology escrow service provider.
Tuesday, August 23, 2005
Events Triggering Release of the Code
The agreement should state what events result in release of the code to the licensee. These may include:
The licensor filing for bankruptcy
The licensor breaching the license agreement
The licensor failing to provide maintenance as agreed
The licensor goes through a merger or acquisition resulting in a new licensing entity.
The licensor filing for bankruptcy
The licensor breaching the license agreement
The licensor failing to provide maintenance as agreed
The licensor goes through a merger or acquisition resulting in a new licensing entity.
Thursday, August 18, 2005
EscrowTech India Participates
EscrowTech Participates in the 2nd Banking Technology India 2005 International Conference held at Bangalore, The Taj Residency on Aug 4th 2005.
Thursday, June 16, 2005
Tuesday, June 14, 2005
EscrowTech India
Software and Technology Escrows protect savvy or prudent licensees, customers and users of software, technology, products and intellectual property, and can be adapted to fit a wide variety of situations and needs. Our software and technology escrows typically involve an Owner (the licensor, vendor or developer), at least one Beneficiary (the licensee, customer or user), and EscrowTech India as the escrow agent.
EscrowTech India can accommodate almost any situation where an escrow of software, technology, documents, drawings, intellectual property, products, prototypes, etc. is needed or useful. In addition to escrows for conventional software licenses, we do escrows for a wide variety of situations, including ASPs and other hosted environments, e-commerce transactions, intellectual property licensing in all areas (chemical, biotech, electrical, mechanical, etc.), works of authorship (architectural, drawings, etc.), databases, encryption keys, passwords, settlements, etc.
Monday, June 13, 2005
Source Code and Object Code Escrow?
What are object code and source code? Object code is the softwares programming code translated into machine-readable form, zeros and ones, which humans cannot understand and when compiled forms source code. The form of the code which humans write and understand is called source code.
Why you need escrows and How it works
Whenever your business makes a significant investment in a software license, you have to consider the question, what if the developer goes out of business or refuses to properly support the software. Imagine a huge investment in software and then your developer goes under. How would you maintain the software without them? Could you add features as needed? Could you continue to upgrade your investment to keep up with the latest and greatest?
It has long been the bane of the business world not to trust some associates at all and yet to trust others blindly. We use safe deposit boxes and lockers provided by banking institutions almost everyday. These same lockers can be used not only to safeguard our own assets, but also safely transfer them to someone else. Only someone with the same set of keys can open your box and gain access to those assets. The same is the principle of 'Escrow Services'. An escrow is merely a third party to your contract with someone else. It is the duty of the ESP (Escrow Service Provider) to safeguard your transaction to the end. So far, such services have been heavily utilized in the fields of finance and law. However, with the increasing adoption of global information services, where developers and end users are ever on the other side of the world from each other, escrow services has found a new extension in the realm of computer software.
How it works?
Escrow services are commonly used as a safeguard against bankruptcy. If the developer (known as the 'software licensor') goes bankrupt and can no longer continue to provide his services to you as before, the escrow agent(EscrowTech India (ETI)) will release everything placed with them, in relation to your particular contract with that developer, to you. Let's take an example to understand this better.
Let us say A and B have made a deal. B is to develop and provide A with custom software X. They rope in ETI who provides escrow services. A and B tell ETI that if B goes bankrupt, ETI is to release all source code to A and other material to do with X. Say some years down the line B goes bankrupt and is forced to shutdown its business. A informs ETI of the development. According to the established agreement, ETI immediately releases the material to A after due verification of facts.
It has long been the bane of the business world not to trust some associates at all and yet to trust others blindly. We use safe deposit boxes and lockers provided by banking institutions almost everyday. These same lockers can be used not only to safeguard our own assets, but also safely transfer them to someone else. Only someone with the same set of keys can open your box and gain access to those assets. The same is the principle of 'Escrow Services'. An escrow is merely a third party to your contract with someone else. It is the duty of the ESP (Escrow Service Provider) to safeguard your transaction to the end. So far, such services have been heavily utilized in the fields of finance and law. However, with the increasing adoption of global information services, where developers and end users are ever on the other side of the world from each other, escrow services has found a new extension in the realm of computer software.
How it works?
Escrow services are commonly used as a safeguard against bankruptcy. If the developer (known as the 'software licensor') goes bankrupt and can no longer continue to provide his services to you as before, the escrow agent(EscrowTech India (ETI)) will release everything placed with them, in relation to your particular contract with that developer, to you. Let's take an example to understand this better.
Let us say A and B have made a deal. B is to develop and provide A with custom software X. They rope in ETI who provides escrow services. A and B tell ETI that if B goes bankrupt, ETI is to release all source code to A and other material to do with X. Say some years down the line B goes bankrupt and is forced to shutdown its business. A informs ETI of the development. According to the established agreement, ETI immediately releases the material to A after due verification of facts.
Technical Verification of Escrowed Materials
EscrowTech India Offers Technical Verification for Escrowed Materials.
As business environment become more and more dynamic, there is a need to shrink the product release cycles while managing costs and risks. We offer independent QA and testing services spanning the entire software release lifecycle. This includes formulating the test plan & test cases, execution, defect reporting, defect analysis, risk assessments and recommendations. Our quality assurance services help you deliver your software with confidence. ETI will help you in testing business applications on a range of platforms and technologies.For further info see http://www.escrowtech.in/html/services.htm
As business environment become more and more dynamic, there is a need to shrink the product release cycles while managing costs and risks. We offer independent QA and testing services spanning the entire software release lifecycle. This includes formulating the test plan & test cases, execution, defect reporting, defect analysis, risk assessments and recommendations. Our quality assurance services help you deliver your software with confidence. ETI will help you in testing business applications on a range of platforms and technologies.For further info see http://www.escrowtech.in/html/services.htm
Saturday, June 11, 2005
Software & Technology escrow
! What is an Software Escrow?
An escrow is a service which is provided by a third party(escrow agent) who is an unbiased option between two persons, business firms or corporate bodies who have contractual obligations towards each other.
Software escrow or source code escrow is a business tool for the
21st century technology industry that protects the interests of both the software developer and the end-user. EscrowTech India is a premier provider of professional and dynamic services that protect critical software and technology assets.
Leveraging decades of industry experience, EscrowTech India delivers the highest level of service, integrity and protection to the high-technology marketplace with flexible and economical offerings.
Other services Offered by ETI
Technical Verification of Escrowed Materials
IP Audit Trail
IP Archives
IP Collateral and Investment Protection
IT (Information Technology) Evaluation Services
IT (Information Technology) Dispute Resolution Services
You want to know more about escrow services? you might need it someday contact us or feel free to call us or log on to our website www.escrowtech.in
An escrow is a service which is provided by a third party(escrow agent) who is an unbiased option between two persons, business firms or corporate bodies who have contractual obligations towards each other.
Software escrow or source code escrow is a business tool for the
21st century technology industry that protects the interests of both the software developer and the end-user. EscrowTech India is a premier provider of professional and dynamic services that protect critical software and technology assets.
Leveraging decades of industry experience, EscrowTech India delivers the highest level of service, integrity and protection to the high-technology marketplace with flexible and economical offerings.
Other services Offered by ETI
Technical Verification of Escrowed Materials
IP Audit Trail
IP Archives
IP Collateral and Investment Protection
IT (Information Technology) Evaluation Services
IT (Information Technology) Dispute Resolution Services
You want to know more about escrow services? you might need it someday contact us or feel free to call us or log on to our website www.escrowtech.in
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