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Ask escrow professionals for advice

We would be happy to discuss your specific needs and tailor a solution that provides the appropriate protection for your business. Call Harbinger today on +61 3 9618 2000 to discuss your questions on: Software, Website, SaaS, Investment escrow Intellectual property protection Software verification IT operational risk management Governance and corporate compliance For independent legal…

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How Software Escrow Works

How Software Escrow Works Software escrow (or source code escrow) services are most commonly used to store a software developers' source code. In the event that the software developer can no longer meet their obligations, the source code may be released to the end user. This ensures that the end-user can continue to operate their…

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Lodging your source code

Lodging your materials into escrow   Online Lodgement Harbinger's unique online lodgement and monitoring service is the result of years of research, design and development, and we are proud of achieving a world first in online lodgement and monitoring in 2008. Its lodgement service provides you with instant access a full range of online intellectual…

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Transfer your existing agreements to Harbinger

As a vendor with existing escrow agreements, you can transfer these to Harbinger to take advantage of our: attractive fees online lodgement facilities pro-active compliance alert services The transfer process is straightforward. Harbinger will develop a tailored process for you once we understand your full requirements. As well as using our online lodgements, we also…

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How to Establish Software Escrow

How to Establish Software Escrow   That's where we come in! While implementing software escrow is new to many of us, we do it every day. We'll guide you though the steps so that you can be assured that right agreement is in place and your intellectual property is secure. Usually, the following steps can…

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6 compelling reasons why you need to escrow your software now.

If your business systems are dependent on software and services that you do not own, then you have effectively outsourced some of your core business functions. This represents a real operational risk. An operational risk that increases significantly during economic down-turns like the one we are currently experiencing. You should consider implementing modern software escrow…

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What are the advantages of escrow agreements for an end-user?

End-users do not have access to the source code or other proprietary materials needed or useful for maintaining, updating or enhancing the software, and therefore is dependent upon a Vendor to maintain, update and enhance the software. If the Vendor goes out of business, or fails to maintain, update or enhance the software, the End-user…

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Can we use our lawyers as the escrow agent?

 Conventional wisdom used to be that anyone other than the developer or end-user could serve as the escrow agent. However, as business has evolved and their technology agreements have matured it is now agreed that there are critical characteristics an escrow agent must have in order to provide an acceptable service: Proven escrow agreements Best…

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Do burned CDs and DVDs have a short life span?

Opinions vary on how to preserve data on digital storage media, such as optical CDs and DVDs. Kurt Gerecke, a physicist and storage expert at IBM Deutschland, has his own view: If you want to avoid having to burn new CDs every few years, use magnetic tapes to store all your pictures, videos and songs…

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How do we know the deposit materials are complete and accurate?

Without performing a technical verification on the source code in escrow, it is impossible to know if the deposit is complete, accurate or will be useful when needed. Harbinger provides a range of audit and verification services to determine if the escrowed materials are complete and accurate. There are steps that can be undertaken in…

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Registered users terms and conditions for Harbinger's website

Website terms of use The Website of: Harbinger Group Pty Ltd, (Harbinger) presents information and services from Harbinger to registered users.The website offers users the ability to learn more about Harbinger and access online services such as forms, agreements and software tools. It also serves as a channel to link visitors to Harbinger's specialised functions…

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We already have our software in escrow. Can Harbinger administer our terms?

Yes we can, Often end-users and vendors transfer their existing escrow agreements to Harbinger to take advantage of our standard agreements, online vault, pro-active services and lower fees. The transfer process is simple and we will provide detailed instructions once we understand your requirements. Harbinger is even able to handle the bulk of the administrative…

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We prefer not to lodge online. can we send Harbinger a tape or a cd?

Yes you can! Regardless of how secure our online lodgement systems are, we find some of our vendors just prefer traditional and time-proven methods of transfering their precious source code to us. If this is you, rest assured, you can still take advantage of all Harbinger has to offer. We will be happy to  accept…

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What can be deposited into the electronic vault?

Harbinger can administer escrow agreements for a wide array of deposit materials. The typical deposit materials consist of a bundle of electronic data made up of software source code, documentation related to the development and production environments and other core information. However, any electronic data files can be placed into the online vault. Harbinger can…

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What is source code?

Source code is the sequence of logical statements and operations written in a human-readable computer programming language that controls the processing of data and the functionality of software. The source code itself can be hundreds of thousands of lines of code and is normally designed and written by software programmers in programming languages such as…

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What is Harbinger's escrow management system ?

Harbinger's escrow management system provides provides highly secure lodgement, protection and monitoring of valuable intellectual property such as source code. It is a unique and highly efficient online service that includes: a highly secure online vault the ability for vendors and end-users to monitor activity and view the details of lodgements online special tools for compressing…

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Why is it important to use an online vault for the storage of escrow deposits?

Software and source code escrow agreements are a good part of any business continuity plan. However, the quality, completeness and accuracy of the deposit materials determine the value of the escrow deposit. All electronic media degrades over time. Since the deposit materials may not be utilised until some later date, the storage and preservation is…

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What are Deposit Materials

Deposit Materials are a group of electronic data files that contain the confidential elements of an escrow agreement. The Deposit Materials are critical and important items that form the basis of that which is being protected by your escrow agreement. Deposit Materials do not contain information, data or elements that are readily available or provided…

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What are Additional Materials?

Additional Materials are a group of electronic data files that contain the necessary - but not confidential elements of an escrow agreement. The Additional Materials are important items that form the supporting materials of that which is being protected by your escrow agreement. Additional Materials often contain information, data or elements that are readily available…

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What are Active Alerts?

Active Alerts are unique to Harbinger's escrow management system. They dynamically compare the requirements of your escrow agreement with activity and events in the online vault such as vendor lodgements. This enables you to check that lodgements are being made regularly and on time. It provides peace of mind to vendors and end-users alike as…

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Where does Harbinger store escrow deposits?

In alignment with our security policies, the exact location of the master online vault, secondary (replicated) vault and our archiving and backup services is considered a secret. Our escrow management system utilises only state of the art online vault facilities to store escrow deposits. We provide state of the art online storage in Australia that…

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How does software escrow work?

Software escrow (or source code escrow) services are most commonly used to store a software developers' source code. In the event that the software developer can no longer meet their obligations, the source code may be released to the end user. This ensures that the end-user can continue to operate their business as usual. For…

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Why use an escrow agent?

When designating an escrow agent, it is critical to be sure that the agent is an independent third party not under the influence or control of either end-user or vendor. It is rarely a good idea to simply name one of the party's lawyers or accountants as the escrow agent. Their duty is to their…

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What is software escrow?

Software escrow (or source code escrow) is electronic data granted to an entity but held by an Escrow Agent and only released after a condition is met 'Electronic data' is any data that can reside on a computer. For example, the 'source code' that software developers create. The 'Entity' is the End-user of the electronic…

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What is an online vault?

An online vault is an electronic data storage facility that is designed and constructed specifically for the storage and preservation of mission critical data and source code. The online vault is designed to meet the highest standards in data storage, withstand catastrophic failure and disasters without affecting the contents of the stored files. These facilities…

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What is a Release Event?

Escrow "Release Events" are the scenarios and conditions in which a release or partial release of the materials held by Harbinger as the escrow agent would be warranted. In a typical software escrow agreement, Release Events are not inevitable but serve as business continuity planning if some pre-negotiated event should occur. Harbinger's standard escrow agreements…

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What are the electronic lodgement system's specifications?

Security ASIO T4 Standard Security consisting of three layers of physical barriers ASIO endorsed Electronic Access Control System ASIO endorsed Security Alarm Systems VeriSign compliant CCTV cameras, including analytics Located remote from geographic risk sources (flight paths, highways, fuel storage) Secure computer racks nd cabinets Facility staffed 24x7 All hosting staff carry Australian government security…

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What happens when I upload new files? Do the old files stay?

You may use any filename that you wish - including the same or a different filename from your previous lodgements. Many of our clients  use a unique filename that includes the date. We identify your lodgements through a series of metadata that includes Date:Time, lodgement type etc..  The system will also append a number to your…

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What are the benefits of Harbinger's online escrow system ?

Harbinger's online escrow management system ensures your escrow agreements are as healthy as they can be. Our service is designed to ensure your escrow agreements are maintained and compliant, with the minimum of effort from you. Monitoring It offers round the clock monitoring services with several staff on standby to respond to any discrepancies as…

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What are the advantages of escrow agreements for software developers and vendors?

By establishing an escrow arrangement, you can address the concerns of prospective buyers and end-users without exposing yourself to the risks inherent in distributing source code and other proprietary materials. Even under non-disclosure obligations, the proliferation of source code and other proprietary materials to end-users makes it difficult or impossible to ensure against eventual disclosure…

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How is Harbinger different from other escrow agents?

The Harbinger team originate from the legal and technology services industry and have decades of experience in software, data security, technology procurement, legal and commercial agreements. We understand that there are several key elements to providing quality escrow services: Facilities - electronic data must be handled and stored appropriately to secure, protect and preserve the…

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What is Harbinger's information privacy and data protection policy?

Information privacy and Data Protection Policy

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What is Harbinger's record keeping and retention policy?

Record keeping and Retention Policy

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What is Harbinger's backup and archiving policy?

 Backup and Archiving Policy

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Development Plans can change in time. How is this evaluation made? And by whom?

Maintaining a development plan is a Release Alert. It is a responsibility of the end-user to highlight this to the Escrow Agent, who in turn contacts the Vendor. If a Release Alert is not resolved satisfactorily, then this may be escalated to a Release Event. Release Alerts raise awareness that a condition may have occurred…

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How is judgment made in relation to ceasation of support/maintenance?

This release event relates specifically to the Vendor ceasing to maintain the Deposit Materials - that being, that the Vendor fails to upload Deposit Materials periodically (in accordance with the escrow agreement) to the Escrow Agent. It does not relate to whether or not the vendor is maintaining the source code (as may be required…

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What is a "verification reset"

A verification reset occurs when the instructions or components provided by the software supplier are insufficient for the verification programme to continue. At that point, the project manager will refer to the software supplier who will remediate the escrowed material. Verification then commences from the start.

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What does Harbinger do with the material in escrow after the escrow agreement is terminated?

Termination, destruction and/or return processes differ from agreement to agreement.  The exact details of the process that we will follow when your escrow agreement is terminated is detailed in your agreement. For instance: In the case of Harbinger's standard agreement: Harbinger will issue a Notice of Termination to all parties (the Vendor and the End-User).…

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What is Level 0 Verification?

Level 0 Verification is also known as a Deposit Validity Review. This is a process that Harbinger undertakes when it receives a deposit from a software vendor. We undertake a series of checks that include: Deposits have been lodged in a timely fashion Materials are up to date (in alignment with the escrow agreement) Media…

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How do I know if my company needs software escrow?

 You need the protection of modern software escrow if: Your business uses third party software through licence agreements. The software is critical to your daily operations and/or communications. The software application is embedded in other mission critical systems or applications. The software is customised for your business. You use third parties to update and maintain…

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Gartner's comments about software source code escrow

"It is an insurance policy to make sure you have access to that source code should that vendor no longer maintain that software for your organisation, so this gives you an alternative," “Inherent to every technology license agreement is a level of risk. Companies that supply and demand technology must adjust to a fast-changing marketplace,…

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What is the difference between traditional and modern approaches to software escrow?

The practice of escrow can be identified as being either ‘traditional’ or ‘modern’. ‘Traditional’ escrow involves simply placing the software’s source code on physical media and depositing with the escrow agent. The escrow agent does not verify the source code to see that what was deposited was in fact the complete set of source code,…

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What is Supervised Compilation

The traditional test compilation of the source code (part of Harbinger's Level 2 Deposit Analysis) can be a time-consuming exercise. Supervised Compilation occurs when the escrow agent attends the vendor's workplace, confirms the build environment documentation, observes the compilation of the source code into object code, observes the working object code and then supervises the…

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We have data sovereignty requirements for the data to be vaulted in Australia

Yes we meet Australian data sovereignty requirements. All data is stored exclusively in Australia. Many of our clients - including the Federal and state governments have this requirement. For security reasons we dont disclose details about the location of the data vaults but can confirm that both the primary and backup data vaults are within…

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We have several applications we need to escrow for the same customer

You are welcome to escrow several applications together under one escrow agreement. Please keep in mind that in the event of a release, the escrow agent will be obliged to release all the materials to all the beneficiaries. If you need the escrow agent to treat each discreet application differently, that would require seperate escrow…

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What is the process to lodge materials into escrow?

Quite simply, once your agreement is signed, we will provide you with access to our online lodgement system. You encrypt your materials and lodge them into escrow. Harbinger then removes the lodgements from the online environment and places them in a data vault (secure offline storage devices). The location of the storage is confidential for…

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How can I remove old lodgements or obsolete deposits

The short answer - you can't. Now for the long answer. The nature of an escrow arrangement protects the materials that are in escrow from anyone - including the owner. They can only be touched if: A "release event" occursAll the parties to the escrow agreement agree. If you have lodged materials in error, simply…

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Harbinger's Online Escrow Management System

At the heart of Harbinger's escrow service is a unique online interface We provide our clients with online access so they can: Make escrow lodgements online- Harbinger’s escrow management system provides vendors with a file encryption, transmission (and reception) tool that provides secure file transfer between the Vendor and the online vault Monitor compliance with…

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What is the GITC Escrow Deed

If you are servicing the Australian government (federal, state or local) then you may be asked to consider the GITC Escrow Deed as the escrow agreement template. The GITC Escrow Deed is a Schedule of the Government Information Technology Contract (GITC) pro forma.  This is essentially a three-party escrow agreement.

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Three-party software escrow agreement

A Three-party software escrow agreement is the most common escrow agreement format. It exists between 1) a software developer, 2) a software end-user and 3) Harbinger – the escrow agent. Often the software end-user will require a Three-party escrow agreement to meet their procurement guidelines, or to reduce the risk to their business of using…

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HARBINGER PROVIDES UNMATCHED INTELLECTUAL PROPERTY PROTECTION FOR VENDORS AND END-USERS. MANY OF AUSTRALIA’S TOP COMPANIES TRUST HARBINGER AS THEIR NEUTRAL THIRD PARTY TO PROVIDE ESCROW SERVICES. You can take comfort from knowing that your data is always secure and protected. Our online data centre meets Australian Government ASIO data security requirements. All data is fully…

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About our fees

Please note the following when assessing Harbinger's fees and charges: Escrow fees are based on Harbinger's standard escrow agreement templates. Alterations to that standard agreement will incur administration charges at $450 per hour. The minimum term for escrow service subscription is 3 years. If the escrow agreement is terminated before the three-year anniversary, the balance…

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Trusted, Insured and Assured

[header position="" class="header" color=""]We've been trusted by our clients for over ten years. We earned it through our un-waivering diligence to what matters most to your business[/header] HARBINGER PROVIDES UNMATCHED INTELLECTUAL PROPERTY PROTECTION FOR VENDORS AND END-USERS. MANY OF AUSTRALIA’S TOP COMPANIES TRUST HARBINGER AS THEIR NEUTRAL THIRD PARTY TO PROVIDE ESCROW SERVICES. Government and…

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Experienced in all aspects of IP protection

The team at Harbinger have decades of experience meeting the IP protection needs of its Australian and International clients. We combine our skills in technology, law and IP protections to provide a superior option for our clients who seek the very best in intellectual property protection.They rely on us to add value to their business…

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Your Local Escrow Agent

HARBINGER PROVIDES UNMATCHED INTELLECTUAL PROPERTY PROTECTION FOR VENDORS AND END-USERS. MANY OF AUSTRALIA’S TOP COMPANIES TRUST HARBINGER AS THEIR NEUTRAL THIRD PARTY TO PROVIDE ESCROW SERVICES. You can take comfort from knowing that your data is always secure and protected. Our online data centre meets Australian Government ASIO data security requirements. All data is fully…

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Australia's Software Escrow Specialists

HARBINGER PROVIDES UNMATCHED INTELLECTUAL PROPERTY PROTECTION FOR VENDORS AND END-USERS. MANY OF AUSTRALIA’S TOP COMPANIES TRUST HARBINGER AS THEIR NEUTRAL THIRD PARTY TO PROVIDE ESCROW SERVICES. Harbinger’s escrow services have been developed through decades of experience in software development, technology usage and IT law. They include the features and services our customers have told us…

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Software Escrow Agreements

OUR STANDARD AGREEMENTS ARE BASED ON BEST PRACTICE AND ARE MADE AVAILABLE TO YOU.OUR ESCROW PROFESSIONALS CAN ALSO WORK WITH YOU TO TAILOR AGREEMENTS TO MEET THE DEMANDS OF YOUR CORPORATE RISK PROFILE. Pre-packaged and tailored escrow agreements – Harbinger has designed agreements to provide flexibility with regards to initial structure and long term usability.…

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Harbinger's Online Escrow Management System

HARBINGER PROVIDES UNMATCHED INTELLECTUAL PROPERTY PROTECTION FOR VENDORS AND END-USERS. MANY OF AUSTRALIA’S TOP COMPANIES TRUST HARBINGER AS THEIR NEUTRAL THIRD PARTY TO PROVIDE ESCROW SERVICES. Once you’ve established an escrow arrangement, you don’t want to spend time managing it. Harbinger’s Escrow Management System actively monitors your arrangements on your behalf. It allows you to: View…

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Satisfaction or your money back - Guaranteed

If you're not satisfied with our service during the first year of your escrow arrangement with us, you may cancel your escrow arrangement. We'll refund any unused subscription fees.

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About signing your escrow agreement

Once the parties have agreed to the terms of the escrow arrangement, we will send the parties the final escrow agreement. This should be signed and returned to Harbinger. Our standard agreements can be signed in counter-parts. Some businesses may prefer - or even require an original "wet" (signed by all parties) version of the…

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How do I terminate my three-party escrow agreement

Most escrow agreements are three-party agreements. That means they can only be terminated through the agreement of all three parties. The Vendor and End-user are required to provide Harbinger with a written request on their company letterhead and signed by an Authorised Signatory from that company. The written request should include the date of termination…

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How do I work out the cost of large lodgements

Your escrow service includes a certain lodgement size - usually 250Mb or 500Mb. If you need to lodge more than this, that's totally fine. Additional storage is charged on a sliding scale like this (Basic escrow subscription): 0 - 250Mb. Included with your escrow subscription250 - 1Gb. $260 per 250Mb 1Gb to 10Gb. $110 per…

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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…

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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…

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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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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 The spirit of the escrow agreement is that the Vendor should ensure…

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Does our lodgement get overwritten or deleted when a new lodgement is made?

Short answer - No. The nature of an escrow arrangement is that, once materials are lodged, neither the beneficiary or the owner can interfere with it - Ever. Let me give you an example of why this is important… Lets say a developer and a customer have an escrow agreement with Harbinger, and the developer…

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MD5 Checksum generator for MAC

Download If you don't have a checksum generator on your computer then you can install this app to generate MD5 checksums for for your escrow lodgements. This checksum generator is called "Jacksum". It will integrate into Mac Finder's script menu.To enable, make sure that you activated the Apple Script Menu: Search for Script EditorOpen Script…

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MD5 Checksum generator for Windows


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MD5 Checksum generator for Linux


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Why do I get a blank screen when uploading a lodgement?

If you find that the your web browser screen appears blank after submitting a new lodgement, don't worry. Your browser may be preventing popups from appearing on your screen - or you may be using an older version of Safari. The lodgement will upload normally and once completed the web browser page will refresh so…

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