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3 minute read

A Step-by-Step Guide to Preparing Source Code for Software Escrow.

Software escrow is a widely used practice that safeguards the intellectual property of software developers while ensuring the rights and interests of software users. In a software escrow arrangement, a neutral third-party (the escrow agent like Codekeeper) holds the source code and related materials, releasing them under predefined conditions. To ensure that the escrow process is effective and beneficial for all parties, it is essential to properly prepare your source code for escrow. In this article, we will provide a step-by-step guide to help you prepare your source code for software escrow.

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2 minute read

Why Startups and Early-stage Companies Should Invest in IP Escrow

Startups and early-stage companies are known for their innovation, disruption, and rapid growth. As they develop new technologies, products, or services, intellectual property (IP) becomes a critical asset for these companies.

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2 minute read

How Our Software Escrow Solutions Cater For Various Business Sizes

In today's competitive business environment, safeguarding software source code and ensuring uninterrupted access to mission-critical applications is vital.

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2 minute read

The Intersection of Software Escrow and Cybersecurity

In today's digital age, businesses rely on software applications to perform a wide range of tasks, from managing inventory to processing financial transactions.

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enterprise, source code escrow

Insider Secrets: Getting the Best Out of Your Software Suppliers

We get it! Working with a supplier can be anxiety-provoking; you’re putting someone else in control of a major component of your business, your software.

Luckily, there are ways to ensure that both you and your suppliers feel safe about your partnership.

Don’t want to worry about what happens if the software vendor goes out of business?
Concerned about not having access to the source code and other materials you need to maintain and update your software?

Don’t want to think about what could happen to your business if your supplier discontinues the maintenance and support of the software?

No worries. We’ve got the insider secrets you need to get the best out of your software suppliers…



Use a source code escrow service.

You’ll be thankful that you did this. It’s important to have insurance when working with a supplier. A source code escrow service acts as the third-party intermediary for software licensing agreements. 

All those concerns you had about working with a software vendor? Source code escrow resolves those, so you don’t have to worry about them.

An escrow service helps you set up a legal agreement between your company and the supplier that states exactly what happens if one of those risky events occurs. If your supplier goes out of business, that triggers the release of the source code and other materials to you as the beneficiary of the code.
With source code escrow services there are no concerns that you’ll be left without the data and resources you need to continue using business-essential software applications.


Ask for documentation to be included with the source code.

Just because you have the original code doesn’t mean that you can make sense of where issues may lie or where updates belong in the code. Even the most well-written code needs supporting documentation to make clear how it fits with other software components.
Let’s say one of the release events does happen, and you need to take control of maintenance and updates of the software, as the source code beneficiary. Without documentation, it’s going to take a lot longer for your new development team to figure out what they’re doing.

So as you enter a source code escrow licensing agreement, make sure that you ask for the software vendor to include documentation and any other essential information for maintaining, updating, and supporting the software. All of this information should be put into the software escrow along with the source code.


Be prepared for common supplier objections.

Sometimes it can be difficult to get your supplier on board with using a source code escrow service. Here are some of the common objections that we see, as well as how you can respond to them: 

Objection one: The licensee doesn’t have the know-how to use the source code if it gets released from escrow.
It’s understandable that a software vendor wants to protect their creations. But in the case that release conditions are met for source code escrow, that means that either the supplier has gone out of business themselves and has no need of the source code anymore, or they have breached a legal agreement that nullifies their rights to the code.
The Response:

Remind your supplier that it is unlikely that release conditions will be met, as long as they are upholding their end of the agreement. If they press the issue that you won’t be able to use the source code anyway, remind them that in the event the source code is released to you, you will be able to find developers to work with who are able to make sense of the source code.
Objection two: The escrow won’t get updated as software changes occur.

Your supplier may argue that releasing the source code to you in the event that it is necessary won’t do any good because it will only include the original code and not the updates that have been made to it.
The Response:

Actually, if you use a modern software escrow service as CodeKeeper you can easily settle the supplier’s concerns about this. With integrations to the code repositories, code changes can be automatically added to the escrow as they are made. And the code is still safe within the escrow, protecting the supplier’s business as well.



enterprise, source code escrow

The Ultimate Guide to Software and Source Code Escrow - Chapter 8


Do I need a software escrow agreement?

Do you need a software escrow agreement? In this chapter we aim to provide you with sufficient information that will help you decide if a software escrow agreement will benefit you, whether you’re a software developer/ vendor (licensors), or a corporate end-user (licensees).

Comprehensive software escrow services protect the interests of technology developers, as well as the businesses that purchase their products or subscribe to their services. Let’s take a closer look.



What are some benefits of software escrow for developers

As a software developer or vendor (licensor), you should consider offering a software escrow agreement with your license, but also, whether or not your clients require one. In today’s age of digitalization, they most likely will.

Not to mention, offering an escrow agreement to your clients can give you that extra bit of leverage in agreement negotiations. Software escrow is often referred to as “the great sales enabler” for that exact reason. It creates a sense of partnership and trust while eliminating a very common hurdle to sealing deals with your clients.

If your development agency is in it’s startup phase, software escrow services can help establish credibility among your clients and prospects, while positioning yourself on par with bigger, more established competitors.

However, it doesn’t matter whether you’re new to the market or a seasoned veteran, escrowing software sets you apart from your competitors. In today’s saturated market, developers can use all the edge they can get.

In return, software escrow protects your intellectual property rights and helps you avoid courts and litigation. Having to worry about litigation is not only a major nuisance, but it also costs a lot of money, a lot more than a cost-efficient software escrow solution would cost you.

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How to Negotiate a Balanced Source Code Escrow Agreement


A source code escrow agreement is beneficial to both the supplier and the beneficiary, but these two parties can at times appear to have opposing needs. That’s why it’s important to make sure that your licensing agreement is balanced.

Fortunately, that’s exactly what source code escrow services are for. At CodeKeeper, we have both the technical and legal expertise to ensure that your licensing agreement is secured.

We protect the interests of both the software vendor and the licensee.

Based on our experiences, here are our top tips on how to negotiate a balanced source code escrow agreement.




1. Going into negotiations, be aware of the benefits to you.

A source code escrow agreement can protect the interests of both parties, as mentioned. For the beneficiary, the reassurance that they will not experience a business interruption in case the software vendor is no longer maintaining or updating the code.
For the software vendor, utilizing a source code escrow agreement makes it easier to gain their client’s confidence. If you are a supplier that is known for being easy to negotiate with, you can develop a good reputation going forward and make future sales easier.
Additionally, as a software vendor, if you find the right third-party escrow service, you can use that same agent for all of your customers’ escrows, keeping them all in one place, easy to access and manage.


2. Clearly define the release conditions

The licensing agreement typically defines a mutually-agreed-upon event that triggers the release of information from the software escrow to a legally entitled party.
You can learn more about how a software escrow works by visiting the Codekeeper website. 
You’ll want your licensing agreement to clearly define what the release conditions are. This way, all the parties involved know that the escrow materials will only be released to the licensee after a mutually agreed-upon event occurs.
In the meantime, both parties should be assured that the source code is being held securely by the source code escrow service.



3. Negotiate which materials need to go into the escrow

It may be a no-brainer that the source code is going to go to the escrow, but you should not make any assumptions about what other materials will be included. In order for the beneficiary to make use of code if it is released, they’re going to need supporting documents.
That means the software vendor should also be obligated to include any documentation surrounding the software, and anything else that the licensee would need in order to implement updates or changes to the software in case the supplier can no longer do this.




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How Much Does Software Escrow Cost?


Although software escrows have been used since the 1970s, they are becoming increasingly more common and necessary as a practice for modern enterprises. As a result, there are a number of software escrow solutions on the market today, and some of them have been around for decades.

However, not all software escrow providers offer the same services, the same level of quality and security, and the same ease of use. And then there’s pricing, of course, which is an important aspect in and of itself.

So whether you’re a licensor or licensee on the hunt for your next software escrow, it’s important that you examine all of these factors to be able to choose a solution that meets your needs while providing top-notch security and flexibility.

Codekeeper, in particular, was born out of a need for source code escrow that is simple to set up and use, fully automated and integrated into developer workflows, and last but not least, transparent and fair with pricing.

In this article, we will consider the current situation in the software escrow market both in terms of use and pricing. We will also look into how Codekeeper’s modern automation technology allows us to offer a superior service at a much lower price when compared to other providers on the market.


What is software escrow used for?

Source code or software escrow is an agreement set up between a software vendor or developer (depositor or licensor), the client (beneficiary or licensee), and a trusted third party (escrow agent). In particular, software escrow puts a contractual obligation on the software vendor to store, with a trusted escrow agent, all source code, data, documentation, or anything else that would enable the beneficiary to update or maintain the software.
It is most often used when a company (licensee) wants to protect its software from unexpected events, such as their software developer (licensor) discontinuing support for their software, running out of business, or breaching their contract. As such, source code escrow is also becoming an important aspect of enterprise risk management (ERM) processes for a growing number of organizations.
From the perspective of a small start-up that provides the software, source code escrow levels the playing field and engenders trust. This is why a number of software vendors get ahead of it by establishing an agreement with a reliable escrow agent. This puts them in a position to use escrow as “the great sales enabler” by eliminating risk for their clients.
There’s a lot more nuance to the escrowing process, but no matter how complicated this process may seem, a trustworthy and qualified escrow agent can help you navigate it with ease.

Tip: If you want to learn more about what a software or source code escrow is, how it’s used, and how it might benefit your company, check out this guide for everything you need to know to get started.

enterprise, source code escrow

Best Practices for Software Escrow in Licensing Agreements


Are you aware that you need to implement software escrow in your licensing agreements, but don’t know the best way to start? Then this is exactly the article for you.

Below you will find information on what a software escrow is, why you need them in your licensing agreements, and what the best way to use them is.


What is a software escrow?

Software escrow is a service that helps protect all of the parties involved in a software license. The service is offered by a third-party that acts as a neutral agent to hold the source code, data, and technical documentation. The licensing agreement typically defines a mutually-agreed-upon event that triggers the release of information from the software escrow to a legally entitled party.

You can learn more about how a software escrow works by visiting the Codekeeper website.


enterprise, source code escrow

Software Verification: What Is It?


Software verification is an essential step in the process of deploying new and updated software. This article goes over what exactly software verification is, how to know if you’re doing it and doing it properly, and how to recognise your own inefficient practices and turn them around for better deployments.

Let’s get started with pinpointing precisely what is meant by software verification.


What is software verification?

Some people get software verification confused with software validation, but they’re not exactly the same thing. Each of them is a component of software testing.
Software validation is the process of evaluating software towards the end of the development process in order to determine whether it satisfies specified business requirements. Software verification, however, is the process of evaluating the in-work product at specific development phases in order to determine whether it meets the specified requirements for that phase.

Put simply, software verification is asking yourself the question, “Are we building the product right?” It’s something you should be doing along the way. Or in other words, software validation is comparing what you built to the requirements you set for the product. Software verification is about analysing the process you used to build your software. So how do you determine that?

Here’s our take on it.


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