Frequently Asked Questions

Many of the answers to your questions can be found here.

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

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.

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.

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.

The Escrow Agreement is a legal arrangement based on a contract between a supplier (depositor), an end user (beneficiary) and a trusted third party (escrow agent). On a purely legal level, the Escrow Agreement contract implements the principle of stipulation for third parties, governed by article 1205 of the French Civil Code.