As an integral part of the Business Continuity Plan (BCP), the CONTINEW solution is based on the implementation of an escrow agreement and ensures continuity and sustainability of
your company’s key products, devices and equipment
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The market-leading Escrow Agreement System Solution
Most agreements relating to the purchase of specific service include the supplier/provider failure clause. In the event of a failure, the provider also named Depositor undertakes to provide the
end customer also named Beneficiary with the required elements to guarantee continuity and maintenance of the software or system support. The implementation of an Escrow Agreement,
also called escrow contract, clarifies the roles and responsibilities of each stakeholder, as well as the contractual commitments and verification steps that will be performed throughout the duration of the contract.
An Escrow Agreement consists in depositing with a third party (specialized company, escrow agent, such as Continew) sources, plans, designs, procedures allowing to reconstitute or rebuild a specific
system or product.
This deposit is recommended for highly technical and long-life systems and equipments. Drawing up an Escrow Agreement 3P Contrat is particularly suited for most industrial fields. Its use makes
it possible to effectively protect and guarantee specific digital assets.
When a company Beneficiary uses an external supplier Depositor , the following 6 items need to be checked to assess the supplier risk
In practical terms, the supplier Depositor deposits the constituent elements of the electronic application concerned (source codes, documents, technical files and so on) – for which
he/she retains intellectual property – in order to ensure that the end user Beneficiary has access to them in cases previously defined in the release provisions of the contract
Does the contract include a supplier/provider failure clause?
Are release clauses provisions aimed at accessing the deposit consistent with the organization’s costs and deadlines?
Have sources and technical files been deposited?
Who checked the completeness and integrity of the deposit?
When was the last update of product or system carried out?
Who is committed to the possible reuse of the deposit with the company?
Continew’s Escrow Agreement System is the answer to all these questions.
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.
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.
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