Understanding the Escrow Agent's Role in Software Escrow Services

Written by Jo Rust | Published on April 19, 2023


Software escrow is a risk management strategy designed to protect the interests of both software vendors and their customers. By depositing the source code and other essential materials with a neutral third-party agent like Codekeeper, software escrow ensures that these assets remain accessible in predefined circumstances, such as the vendor's insolvency or a breach of contract. The escrow agent plays a critical role in the success of a software escrow arrangement. In this article, we will delve into the various responsibilities of an escrow agent and the importance of selecting a reputable and experienced provider for your software escrow needs.


The Role of the Software Escrow Agent

An escrow agent serves as an impartial third party that holds the source code, documentation, and other materials related to a software application on behalf of the software vendor (licensor) and the end-user (licensee). The agent's primary responsibilities include:

Safeguarding Escrow Materials: The escrow agent is responsible for securely storing the escrow materials, ensuring their protection from unauthorized access, loss, or damage. This involves implementing robust security measures, such as physical security, access controls, encryption, and backup procedures.
Managing the Escrow Agreement: The escrow agent facilitates the negotiation, execution, and management of the escrow agreement between the licensor and licensee. This includes ensuring that the agreement clearly defines the parties' rights and obligations, release conditions, and other essential terms.
Verifying Deposited Materials: The escrow agent may perform various levels of verification to ensure that the deposited materials are complete, accurate, and functional. Verification may include checking the source code for completeness, assessing the quality of documentation, and in some cases, testing the build and execution environment. You can view our verification services options here
Updating Escrow Materials: The escrow agent manages the process of updating the escrow materials as required, ensuring that the most current version of the software and related materials are held in escrow. This involves coordinating with the software vendor to receive updates and maintaining a clear record of all deposited materials.
Signing up with Codekeeper means that you enjoy automated updates that integrate directly with the platform of your choice.

Facilitating Release Events: The escrow agent is responsible for managing the release of the escrow materials to the licensee in the event of a predefined release condition. This includes verifying that the release condition has been met, obtaining the necessary approvals, and securely transferring the materials to the licensee.
Providing Dispute Resolution: In the event of a dispute between the licensor and licensee regarding the escrow arrangement or release conditions, the escrow agent may provide dispute resolution services or facilitate arbitration to resolve the issue.


Codekeeper Software Escrow Agent


Choosing the Right Escrow Agent

Selecting a reputable and experienced escrow agent is crucial to the success of a software escrow arrangement. When choosing an escrow agent, consider the following factors:

Experience and Reputation: Look for an escrow agent with a proven track record in software escrow services and a strong reputation for professionalism, reliability, and expertise.
Codekeeper has been delivering software escrow services to thousands of companies around the globe for almost a decade now. 

Technical Expertise: Ensure that the escrow agent possesses the necessary technical skills and knowledge to handle the specific type of software involved in the escrow arrangement.

Our team comprises experts from the tech industry.

Security Measures: Assess the escrow agent's security measures, including physical security, access controls, encryption, and backup procedures, to ensure the protection of your software assets.

You can rest assured that we adhere to the strictest security protocols and are ISO27001 certified.

Verification Services: Inquire about the agent's verification process and the levels of verification available to ensure that the deposited materials are complete, accurate, and functional.
We offer different additional verification services to suit your individual needs.

Legal Knowledge: Choose an escrow agent with a strong understanding of the legal aspects of software escrow, including contract law, intellectual property rights, and jurisdictional issues.
Our legal team is always available to resolve any disputes or offer legal advise.


The escrow agent plays a vital role in the success of a software escrow arrangement, safeguarding the interests of both software vendors and their customers. By securely storing the source code and other materials, managing the escrow agreement, facilitating release events, and providing dispute resolution, the escrow agent ensures that the software assets remain accessible under predefined circumstances and that both parties' interests are protected.


When selecting an escrow agent, it is essential to consider factors such as experience, reputation, technical expertise, security measures, and legal knowledge to ensure a successful software escrow arrangement. 


By choosing a reputable and experienced escrow agent like Codekeeper, you can effectively mitigate the risks associated with your software investments and ensure business continuity in an increasingly complex and uncertain digital landscape.

Book a demo call with one of our experts today who'd be happy to show you around our platform and answer any questions you might have. 


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