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What do you do if your software supplier
• Goes bankrupt?
• Is taken over?
• Ignores maintenance contracts?
Many companies have invested large sums of money in tailor-made solutions,
but have neglected to secure the source code in the event one may require access to this.
How can you secure your company access to the source code so that your software can
continue to be developed and maintained in the future?
The source code is the nucleus of the programme and also the software supplier's most precious
business secret. We offer a service that enables you to keep the source in a totally secure manner -
to the advantage of both the supplier and the client. Oslo Chamber of Commerce has developed
Escrow Agreements that make it possible for purchasers of software programs to gain access to
source codes if maintenance of a program suddenly ceases. This situation can arise if a software
supplier becomes bankrupt or is in breach of a maintenance contract.
The Chamber of Commerce is a neutral third party and acts in co-operation with the software supplier and the purchaser of
the program as partner in a third party contract (sic: contract for the benefit of third parties). As Escrow Agent the Chamber
of Commerce will hand the source code to the purchaser if special, pre-agreed situations incur.
We offer the following agreements:
• Individual Escrow
• Group Escrow
• Change of contract document
The Individual Agreement is entered into between Oslo Chamber of Commerce, a Licensor and a Licensee. In the case of Group Escrow, an agreement is entered into between Oslo Chamber of Commerce and a Licensor, and the agreement covers standard (sic: off-the-shelf) software that has been sold to a number of Licensees. These Licensees thus have the option of subscribing to the agreement as and when they purchase the software. If a situation arises where the source code is handed over, these Licensees will - regardless of number - act as a single party. It is also possible to deposit several source codes under the terms of a single group agreement. All agreements are in standardized form.
WHAT IS SOURCE CODE DEPOSITION?
The source code is the nucleus of a computer program and describes how and in what manner a computer program carries out a
function. A programmer writes the source code and this is subsequently compiled as machine code.
Access to the source code and the accompanying documentation is necessary in order to update, modify, maintain and further
develop a program. Standard practice is that the software supplier ensures that the program functions without errors in accordance
with the maintenance agreement, as well as providing further development of the program. If maintenance should cease to be
provided for any one of a number of reasons, the purchaser of the program is in a weak position, and the situation will present
problems if this affects the basic functions of the enterprise.
Such a situation can arise if the software supplier
• Enters into bankruptcy or encounters financial problems
• Ceases to operate commercial activities
• Cuts out or reneges on obligations pursuant to the maintenance agreement
• Sells the copyright/intellectual rights to the software to another company
In order to secure oneself against such situations the software supplier and purchaser agree that the material (source code
and documentation) shall be deposited with an Escrow Agent. The agent is a neutral and professional third party. The agreement
regulates the premises for handing the material to the purchaser. Handing the material to the purchaser enables him to continue
to maintain the program.
ADVANTAGES
| The Purchaser/Licensee: | Can ensure his use of the program regardless of any circumstances the software supplier may encounter. |
| Ensures that continuity and operations are not put at risk, and protects the purchaser's investment in the software. | |
| Is not exclusively dependent on the software supplier. | |
| The Software Supplier: | Depositing the source code/documentation provides additional security for the purchaser - a good sales argument. |
| The demands for depositing tabled by customers are accommodated in a structured and reliable manner. | |
| Depositing can be invoked later as proof of copyright / intellectual rights by the software supplier. |
PROCEDURE
When establishing an escrow deposition agreement, the procedures are:
• Oslo Chamber of Commerce will print three identical original copies and provide these with a serial
number
• Three examples of the Agreement are sent with a cover letter to the Licensor and Licensee for
signing. The signed agreements are then returned to Oslo Chamber of Commerce
• The Agreement comes into force when Oslo Chamber of Commerce has counter-signed all three
copies, and each party receives one copy of the signed agreement
• On completion of the signing and validation of the agreement, the relevant source code and
documentation together with a copy of the relevant maintenance agreement shall be sent to Oslo
Chamber of Commerce for archiving in accordance with the terms and conditions of the Agreemen
(within 30 days)
For further information, please contact Rune Rolfsen at Oslo Chamber of Commerce, Tel. +47 22 12 94 08, or e-mail rune.rolfsen@chamber.no
