Source code escrow is a way to ensure that critical software can continue operating even if its vendor ceases operations, changes ownership, terminates support or breaches the contract.
The secure deposit stores source code, documentation and other materials required to operate the information system.
Based on a tripartite or bipartite escrow agreement, the escrow holder (software escrow agent) takes custody of the deposited materials as an independent party and releases them only in predefined cases or situations.
If the release conditions are not met, the stored data is permanently deleted.
Source code is the foundation of the entire information system.
Without it, it is not possible to:
Vendors usually provide customers only with compiled code, which is not sufficient for long-term operation.
A developer may not want to give source code directly to a customer because it represents their trade secret, know-how and competitive advantage.
By handing it over, the developer could lose control over security and future development of the system.
Escrow allows the code to be stored safely: the customer receives it only when precisely defined conditions are met, so both parties are protected.
The agreement includes these essentials: