Software Escrow Support
How It Works
Technology Escrow is the protection of technology (i.e. intellectual property (IP)). There are typically three parties involved: the technology developer or Licensor (what we call "depositors"), the technology buyer or Licensee (what we call "beneficiaries"), and us as the neutral third party.
The technology developer deposits the technology into an Iron Mountain escrow account. In the event that the technology developer is no longer able to support the technology (or a different pre-negotiated release condition occurs), we release what is held in escrow to the technology buyer for them to either find an alternative vendor or run the technology in house.
The Master Three Party Depositor (M3PD) is for a technology developer looking to enroll multiple users (licensees) to their accounts. The developer opens up the number of accounts that they need; typically each account has different technology (deposit materials) in it for the different solutions sold. In this master agreement, the terms and conditions are pre-determined by the developer. This is a better agreement for a technology developer looking to provide escrow as a standard for all of their customers.
The Master Three Party Beneficiary (M3PB) is for a technology user (Licensee) looking to escrow multiple technologies under the same escrow terms and conditions. This is great for companies looking to use escrow as a standard requirement for all of their technology vendors. It works similar to the way the M3PD works, except the licensee has pre-set the terms and conditions. This is a better agreement for when the licensee wants to have more control in their rights and wants to easily enroll multiple technology vendors.
The Three Party Agreement works similar to the above Master Agreements, but is a one-time occurrence. Meaning, there cannot be multiple developers or licensees enrolled. There is just one developer, one licensee, and one escrow account. Another agreement would have to be setup in order to do another escrow.
Set Up Your Escrow Account
That depends on whether you are the developer or the buyer and also whether you want to make escrow a standard in your risk mitigation process. There is a difference in agreements (see above), but we typically recommend a master agreement to make escrow a simple and easily repeatable process.
Your account is setup when properly completed documentation (e.g. an agreement or enrollment) is received. Once the agreement is signed you will receive a welcome letter that contains your account number and your client services contact information. If you do not know who your client services representative is, contact us at firstname.lastname@example.org and we will put you in touch with the right person.
- The goal of technology escrow is to provide the buyer with a complete set of Intellectual Property (IP) and information required to use or implement the IP in the event of a release. Suggestions for material to escrow are located here.
- An Exhibit B must be filled out for every deposit sent in electronically or physically. Here are the instructions for filling it out.
- Additional Materials: Licensee Customers: Set Up An Escrow or Developer Customers: Set Up An Escrow
Maintain Your Escrow Account
Your points of contact are either the escrow sales representative or the client services representative you were last in touch with. If you are unsure of who they are, contact us at email@example.com or call us at 1-800-962-0652 and we will put you in touch with them.
We typically see that accounts are updated when the technology is updated (i.e. version upgrade) which at a minimum is once a year. It is the responsibility of the developer to update the account since they own the technology. Licensees should double check that they have updated the account since the update really matters for them in the event of a release.
- Yes, our customer portal is called the Escrow Management Center.
- Your client services representative can set you up with an account. Once you are in the Escrow Management Center, you can do things like set alerts, download a copy of your agreement, and see your deposit history.
- Watch this video demo of Iron Mountain's Escrow Management Center portal to see all the ways you can use it.
Yes, by using our Verification Services. Our Verification Services range in levels from a simple file list to a full usability test of what is in the account. Either party can opt for Verification Services in any of the three party agreements. Verification Services are an escrow best practice.
You enroll customers with the enrollment form (Exhibit E) that can be found in your agreement. Click here for a generic copy of the Master Three Party Depositor agreement to see what the form looks like. If you are also opening up another escrow account (within your master agreement) for the new licensee, then an Exhibit D would also need to be completed.
You enroll new customers with the enrollment form (Exhibit E) that is found in your agreement. Click here for a generic copy of the Master Three Party Beneficiary agreement to see what the form looks like.
The Escrow Release Process
The release process often varies from agreement to agreement. Typically, the licensee has to request an official release to us. We then send the official request to the developer to provide notice of the pending release request. The developer has a certain amount of time to object to the release by issuing what we call “contrary instructions” in order to stop the release of the account. If no contrary instructions are provided, then we release the deposit materials to the licensee.
Release conditions are negotiated and set in the agreement. You can decide on what your release conditions are. Our standard release conditions include developer bankruptcy, failure to support the technology, and breach of the license agreement.