Continew Software escrow agreement

Software escrow agreement for users of specific developments

User Beneficiary 3P Contract

The CONTINEW Escrow Agreement software is a contractual and technical solution also known as software escrow. It provides the necessary guarantees to ensure the continuity and sustainability of specific developments purchased outside the organization

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Guarantee

Guaranteed access to sources, technical documentation and definition files to maintain or regenerate the software application and pursue its activity

Independence

An external and neutral third party, CONTINEW protects the partner’s and end customer’s interests

Contract

Tripartite contract with the partner, the end customer and CONTINEW. CONTINEW Software provides a solid response to continuity requirements

Simple

Simplified implementation and management for all stakeholders in the organization. Complete reports and follow-up via a secure customer page

Specialist

Industrial process and business reference framework recognized throughout the industry (defense, transport, energy, finance, services, etc.) for a top-level guarantee

Compliant

Verifications based on best business practices to meet durability and continuity requirements

International

Proven process and contract to address national and international needs

Active Management

Deposits maintained and updated each time applications are changed, revised or updated

White book Escrow agreement

Software and systeme risk management

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Continuity and escrow platform available 24h/7j

Monitoring Contract management Hosted in France Security AES-256 Online certificat

A Software Escrow Agreement is a guarantee requested by a customer also named Beneficiary from its supplier also named Depositor when he/she considers that the product purchased from a supplier bears a strategic weight for his/her business and when this guarantee cannot be provided over the long term for the product and its support. This risk of dependence in the event of failure of the software supplier is covered by the Software Escrow Agreement procedure, which acts as a genuine software legal protection.

An Escrow Agreement consists in filing with a third party (notary, specialized company such as Continew) the sources, plans, design, setup and operating procedures, functional and technical documentation enabling a software product to be rebuild. This tripartite contract also named 3P Contract is particularly recommended for highly technical and long-life software.

Drawing up an Escrow Agreement is particularly suitable in the industrial and information technology fields, such as:

Specific software, business applications, software modules

Embedded software, benches

Cloud app, databases, web app, mobile app

Middleware, compilers, drivers

IoT (Internet Of Things), OT (Operational Technology)

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When a Beneficiary company uses an external supplier or Depositor , the following 6 items must be checked to assess the level of supplier risk control:

Does the contract include supplier failure provisions?
Are release provisions to access the repository consistent with the organization’s costs and deadlines?
Have source codes and technical data been deposited?
Who verified that the deposit was complete and flawless?
When was the last update carried out?
Who is accountable to the company for the possible reuse of files?

These questions are precisely what the escrow agreement or 3P Contract provides answers to. The documents of the escrow (also called Deposit) are kept by Continew and provide both parties, customer and supplier, all the guarantees required as to access options in the contract.

Why our customers choose CONTINEW ?

Since 2008, CONTINEW, an independent French company, has been offering its editor and developer clients, as well as its key account, local authority and SME clients, software escrow and source code deposit solutions for the continuity and sustainability of specific digital assets in France and all over the world.

Since it was set up, CONTINEW has brought together engineers specialized in the fields of information technology and electronics, researchers, experts in intellectual property law and experienced managers. Men and women who are totally committed to their work while keeping an eye on the world.

Men and women whose professional success is based on performance and customer satisfaction.

Frequently asked Questions regarding software escrow agreement

Below you'll find answers to the questions we get asked the most about software escrow agreement

What are the release provisions?

The purpose of an Escrow Agreement is to provide for the conditions under which the end user (beneficiary) will be able to access the items filed by the supplier (depositor) with the trusted third party (escrow agent).
Release provisions are the essential part of the escrow agreement. Should supplier failure occur, potentially resulting in a collective procedure, the termination of software or product maintenance, business termination, inability to reach certain objectives, etc., they will determine how things are done.

What is the scope of an Escrow Agreement contract?

The Escrow Agreement contract has an international scope. It is based on the principle of copyright recognized by all the signatory countries of the Berne Convention, governed in France by Articles L111-1 et seq. of the Intellectual Property Law.

When should an Escrow Agreement be set up?

It is highly recommended to set up an escrow agreement solution as early as possible: at the signing of the main contract, during the development phase or during the acceptance or maintenance phases. It is much easier to draw up this type of contract when teams are formed and fully active rather than when the relationship has deteriorated or is non-existent.

What digital assets should be protected with an Escrow Agreement?

An Escrow Agreement contract is highly recommended in the industrial and information technology fields, particularly for specific digital assets.
Management software and applications,
Embedded software,
Business software and applications,
Software modules,
White label software,
Software packages, specific configurations,
Compilers,
IoT,
Electronic systems and devices,
Specific equipment,
Tooling, testers, benches,
Simulators…

Why choose the verified Escrow Agreement?

The verification stage consists in checking that the deposit is complete and consistent from a technical point of view (source codes, development environment, definition files, documents, etc.) and from a contractual point of view (licenses, IP) in order to provide the beneficiary with the guarantee of being able to regenerate the software or continue manufacturing the equipment or system, without depending on the initial supplier/provider.

What are the guarantees provided by the Escrow Agreement?

Three levels of guarantee are commonly used in contracts to purchase services or products to guarantee the possible failure of a supplier.
Level 1: Standard deposit
Continuity requirements are covered by the supplier’s deposit with a third party, such as a notary, lawyer or specialized agent. This type of deposit does not allow access, verification or updating of the contents of the deposit.
Level 2: Standard Escrow Agreement
Unlike a standard deposit, a standard escrow agreement provides an improved response to contractual requirements by guaranteeing the beneficiary access to the items filed in the event of a proven release provision.
Level 3: Verified Escrow Agreement
A technical verification of the contents of the deposit is carried out prior to sequestration in order to guarantee access to a repository comprising flawless and complete documents, files and sources allowing a regeneration of the product or software in the repository.

How do you set up an Escrow Agreement?

The supplier (depositor) files the constituent items of the relevant software or electronic application (source codes, documents, technical files, etc.), whose intellectual property he/she retains, in order to ensure that the end user (beneficiary) has access to them in cases previously defined in the release provisions of the contract.

What is the purpose of the Escrow Agreement?

The Escrow Agreement allows a company to control its specific external resources and anticipate a crisis situation linked, for instance, to the termination of support or disappearance of the supplier of a product or software it uses. The ultimate purpose of the Escrow agreement is to ensure that the contract beneficiary has access to the repository containing the constituent items of the said software or product previously deposited by the supplier. The Escrow Agreement thus provides a guarantee against supplier failure.

Who pays for the service?

The end user being the main beneficiary of an escrow agreement will usually pay for the service. Please note however that some editors pay for an escrow agreement for their own developments in order to provide, on a sales and marketing basis, the necessary continuity guarantees that some of their customers may require.

How long is an escrow agreement valid for?

By default, it adapts to the main contract between the user customer and his/her supplier. An escrow agreement may also be extended by automatic annual renewal with two months’ notice.