What Lawyers Need To Know
You can help your clients who use or develop software to protect their business by implementing software escrow arrangements. An escrow arrangement will reduce your clients’ risks when licensing or using software and protect access to intellectual property.

At Harbinger, we recognise that you want to provide valuable services and advice that helps to improve your client’s business.  We specialise in software escrow and verification. We provide flexible, comprehensive services and deliver them with the integrity that you expect. Our escrow professionals will work with you and your clients to define the right level of protection and to ensure that they receive tangible value.

Our 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 they want.

When should I recommend source code escrow to my clients?

Software – or source code escrow should be considered for all software agreements.

Source code escrow is a prudent practice for both software vendors and end-users. When advising your clients licensing software, you should encourage escrow protection when:

  • The software is key to their business operations
  • The software will be widely used
  • The software is embedded or regarded as an input into a manufacturing process or service
  • Use of the software impacts customers
  • The software would be difficult or costly to replace
  • Your client is managing risk
  • Your client adheres to Sarbanes Oxley or other corporate compliance guidelines

Why use an escrow agent?

A founding principle of a specialist escrow agent is to remain neutral. It is important that your client’s escrow agent is experienced and an independent third party that is not under the influence or control of either the end-user or the vendor.

Burning software onto a CD, or storing backup tapes in a safe deposit box have been proven ineffective. A specialist escrow agent will have invested in state of the art software storage and management technology and will be able to provide verification services to ensure that the escrow deposits will perform when required.

Harbinger is an independent and neutral third party who can administer escrow arrangements on your behalf. We have invested in developing a state-of-the-art escrow management system that, combined with our verification services, is the preferred solution of some of Australia’s top businesses.

Standard and Tailored Agreements

Harbinger has a range of standard escrow services. They have been designed to include the measures and services demanded by our clients. Our agreements are  based on best practice and are available as a simple and cost effective means of establishing a robust escrow agreement.

We also tailor escrow services. If your client’s needs today are unique, we will advise you and your client on the most appropriate services to achieve the level of protection desired – for one specific application or an entire risk management strategy.

For your clients that are Software End-users

Software end-users rely on software vendors to supply and maintain software. This exposes them to a new set of risks. In the event that their software vendor stops supporting them, an established escrow arrangement will protect their business by providing access to the source code and other information that they would need in order to continue to operate effectively.

Source code escrow is considered an essential part of modern technology services contracts. It not only delivers compliance with best procurement practices and meets Sarbanes-Oxley corporate compliance regulations, but most importantly it also reduces business risk.

For your clients that are Software Vendors

When a potential customer considers purchasing your client’s software, your client’s ability to provide good and continuous service is a concern. Most potential customers will not consider purchasing without allaying these concerns, choosing instead to buy software from a larger organisation that represents a lower risk to their business.

Implementing a source code escrow arrangement reduces that risk. It acts like an insurance policy for end-users by safeguarding their investment in your client’s software.

Implementing an escrow arrangement may also reduce the risk of litigation to your client if they were to go out of business.

Software vendors also accrue added benefits from escrowing their source code. The escrow arrangement provides an audit trail and independent validation of the development of intellectual property.

Key features of Harbinger’s escrow services:

We offer:

  • The choice of either standard or tailored escrow agreements
  • Fast service establishment
  • A secure online escrow management system
  • Active AlertsTM that warn you if escrow arrangements are not being met
  • Online and telephone support
  • Software agreement, contract and procurement advice
  • Technical verification services
  • Lodgement auditing services

Save time and effort with Harbinger’s online systems

Harbinger’s Escrow Management System actively monitors escrow arrangements on your behalf and alerts your client to certain events including:

  • View all your client’s escrow arrangements in one place
  • Conduct transactions
  • Access reports: Annual, Verification results, Deposit information, Compliance information.
  • View agreement and escrow deposit information
  • Monitor compliance with agreements

Privacy and Security

You can take comfort from knowing that your client’s data is always secure and protected. Our online data centre meets Australian Government ASIO data security requirements. All data is fully backed up to a secondary location in Harbinger’s own offline data vault. We understand technology and protect your client’s interests with the integrity that you and your client expects.

Harbinger provides unmatched software escrow and verification for vendors and end-users. Many of Australia’s top companies trust Harbinger as their neutral third party to provide escrow services.

 

To find out more or to talk to one of our escrow specialists, please contact us on +61 3 9618 2000