Top Questions to Ask Before Entering into a Software Escrow Agreement

Written by Jo Rust | Published on April 17, 2023


Software escrow services provide a valuable layer of protection for businesses that rely on third-party software applications. By depositing the source code and other essential materials with a neutral third-party agent, software escrow ensures that these assets remain accessible in predefined circumstances, such as the vendor's insolvency or a breach of contract. Before entering into a software escrow agreement, it's important to ask key questions to ensure that the arrangement meets your organization's unique needs and requirements. 


Let’s have a look at some of these questions that you should be asking:

What are the qualifications of the escrow agent?

Choose a reputable and experienced escrow agent with a proven track record in software escrow services. Ensure that the agent has the necessary technical expertise, security measures, and legal knowledge to protect your software assets effectively.

Codekeeper has been protecting the software assets of thousands of companies for close to a decade and we operate under the strictest security measures. We supply software escrow services to some of the biggest brands on the planet, including the top 4 accounting firms in the world i.e. KPMG, Deloitte, EY, PWC. 


What are the costs associated with the software escrow services?

Software escrow services typically involve setup fees, annual maintenance fees, and additional charges for services such as verification and updates. Make sure to understand the cost structure and consider whether the fees are reasonable for the level of protection provided. You can explore our pricing by clicking here


What types of software can be placed in escrow?

Ensure that the escrow agent can handle the specific type of software your organization relies on, whether it's off-the-shelf, custom-built, or open-source software. Discuss any specific requirements or dependencies related to your software.


How are the escrow materials protected and stored?

Inquire about the agent's security measures, including physical security, access controls, and encryption methods, to ensure the protection of your software assets. Additionally, ask about the agent's disaster recovery and backup procedures to guarantee data integrity. 


We safeguard your source code and data with strong encryption, firewalls, secure email, and proactive 24/7 system monitoring. Visit our security page here.


POST 2 - Codekeeper_blog_week 15_br


What are the release conditions?

The escrow agreement should clearly define the conditions under which the source code and other materials will be released to your organization. Ensure that these release conditions are aligned with your organization's risk management strategy and consider potential scenarios that could trigger a release.


How often should the escrow materials be updated?

Discuss the frequency and process for updating the escrow materials to ensure that the most current version of the software is available in case of a release event. This may include updates to the source code, documentation, and other essential materials.


Can the escrow agreement be customized?

Every organization has unique needs and requirements. Ensure that the escrow agent is willing to customize the agreement to address your organization's specific concerns and risks. 

All our plans include a fully customizable escrow agreement to suit your specific needs.


What is the process for verifying the escrow materials?

Verification is a critical aspect of software escrow, as it ensures that the deposited materials are complete, accurate, and functional. Ask the escrow agent about their verification process and the levels of verification available.

You can view our verification services by clicking here


How long does it take to set up a software escrow agreement?

Understand the time required to establish a software escrow agreement, including the negotiation, documentation, and deposit of the software materials. A timely setup can be crucial in addressing potential risks.


Are there any legal or jurisdictional considerations?

Consider any legal or jurisdictional issues that may affect the enforceability of the escrow agreement. This may include local laws, regulations, and the legal standing of the escrow agent.



Entering into a software escrow agreement is an important decision that can provide your organization with valuable protection and peace of mind. By asking these critical questions and carefully considering the responses, you can ensure that the escrow arrangement meets your organization's unique needs and requirements, effectively mitigating risks and safeguarding your software assets.

Book a no-strings-attached demo call with one of our experts who will be happy to show you around our platform and answer any questions you might have. 


 Book a Demo Call


Codekeeper : State-of-the-art software escrow solutions