09/18/2019

Our software changes weekly – or even daily. Do we have to put our materials into escrow that often?

The regularity of lodgements is for agreement between the Vendor and End-user. The term version (or variation, iteration, revision, release etc) is not defined in the escrow agreement. That is because the terms are not well defined in the software development industry (see https://www.product-lifecycle-management.com/plm-revision-version.htm). The spirit of the escrow agreement is that the Vendor should ensure that the current escrow lodgement matches the software that is being used by the end-user. 

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Can we specify a fixed term for our escrow agreement?

Yes you can. You may stipulate any term for your escrow agreement – but this is unusual. Our standard agreements have no fixed termination date. It can be cancelled at any time by both the End-user and vendor simply providing notice to the escrow agent.

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Who should load our materials into escrow?

Harbinger provides access to the escrow management system to one vendor employee. This is to ensure that the chain of custody for the materials remains intact. Harbinger’s standard escrow agreement requires the details of two further end-user contacts (see Schedule E) If the employee no longer works for the vendor, either the Vendor Primary Contact or the Vendor Notices Contact can nominate a new employee to be responsible for lodging materials into escrow. We will provide a new login to this new employee.

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Do we need to include Additional Materials in our escrow lodgement

It is not necessary to include “Additional Materials” if the list of “Deposit Materials” in your escrow agreement describe all of materials that you have agreed to be escrowed. Separating Additional Materials from Deposit Materials is there really to help the software vendor manage their escrow lodgements. Deposit Materials (like source code) change often and therefore need to be lodged often. Additional Materials (like instructions and user manuals) perhaps change less often and therefore need to be lodged less often.

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