Software Escrow

Software Escrow (also known as Source Code Escrow) Agreements permit an independent specialist to hold and test a copy of your software application's source code to make sure it is accurate, complete, and can be compiled independently in the event of vendor failure. Without a Software Escrow agreement, the software your business relies on could be lost or made inaccessible by the vendor.

Keeping your source code and data secure through Source Code Escrow ensures that your business can continue to operate even if the worst should occur. All our Source Code Escrow solutions are safe, efficient, and are integrated smoothly with minimal impact on your workflow. The team at SES Secure have specialised in escrow for software for over 25 years.

Unlike traditional Software Escrow, SES Secure’s SaaS Escrow solution protects access not only to the application's source code but also to the critical components required to maintain operational continuity in a cloud environment.

In the event of supplier failure, all material required for the successful redeployment or recovery of the application can be accessed by SES Secure clients through their SaaS Escrow agreement, helping to guard against service disruption, reduce supplier risk and provide continuity of service for business-critical applications.

The primary categories of software and technical assets protected by escrow agreements include:

Cloud and SaaS Applications

Traditional On-Premises & Custom Software

Artificial Intelligence (AI) and Machine Learning Systems

Industrial Technology and Complex IP

Enterprise Resource Planning (ERP) systems (e.g., core financial, supply chain, and HR systems)

Core Banking and Financial Platforms where regulatory compliance demands a strict risk-mitigation strategy

Customer Relationship Management (CRM) databases containing sensitive client historiesPoint of Sale (POS) and Logistics software that manages daily commercial operations

Software escrow offers several key benefits:

Business continuity: Ensures access to critical software and assets if the vendor cannot support the product.

Risk mitigation: Reduces dependency on a single supplier by providing a verified, unaltered copy of source code, documentation, and dependencies.

Trust and credibility: Demonstrates commitment to client safety and ongoing support.

Compliance and governance: Helps meet contractual or regulatory obligations in regulated industries.

Simplified relationships: Clear release conditions reduce disputes and provide a transparent process for access to materials.

The cost of Software Escrow varies based on the level of protection you need, including: the number of clients or users covered, the number of business‑critical applications, and whether the software is on‑premise or SaaS.

For precise pricing and options, you can start by getting a tailored quote for your setup.

Common Software Escrow Triggers

Vendor Bankruptcy or Insolvency: Release occurs if the developer goes bankrupt, becomes insolvent, or enters liquidation/administration.

Discontinuation of Support or Product: Protects against the sudden abandonment of an application or SaaS platform.

Failure to Maintain or Update: Triggered when the developer fails to fulfill contractual maintenance or update duties.

Material Breach of Contract: Unremedied SLA violations, missed milestones, or security failures after a cure period.

Merger, Acquisition, or IP Transfer: Activated if IP rights are transferred and the new entity refuses to support the product.

Cessation of Trading: The vendor winds down or stops normal business operations outside formal bankruptcy.