Software escrow agreement for users of specific developments
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
MonitoringContract managementHosted in FranceSecurity AES-256Online certificat
The #1 Software Escrow Agreement in France
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
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)
When a Beneficiary company uses an external supplier or Depositor , the following 6 items must be checked to assess the level of supplier
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 ?
Over the last 12 years, 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 about Software escrow agreement
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.
Management software and applications,
Business software and applications,
White label software,
Software packages, specific configurations,
Electronic systems and devices,
Tooling, testers, benches,
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 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.
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.
We are proudhappythrilled that they trust us...
Customers in France and worldwide use our solutions. Contact us.